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Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-233699

LOGO


TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

         On July 12, 2019, Milacron Holdings Corp., or Milacron, Hillenbrand, Inc., or Hillenbrand, and Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, or Merger Sub, entered into an Agreement and Plan of Merger that provides for the acquisition of Milacron by Hillenbrand. Subject to approval of Milacron stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, Hillenbrand will acquire Milacron through the merger of Merger Sub with and into Milacron, with Milacron surviving the merger and becoming a wholly owned subsidiary of Hillenbrand.

         If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) and (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware) will be converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. For more details on the merger consideration, see "The Merger Agreement—Merger Consideration; Fractional Shares" beginning on page 104.

         Based on Hillenbrand's closing stock price of $29.78 on October 16, 2019, the most recent practicable date for which such information was available prior to the date of this proxy statement/prospectus, the merger consideration represented approximately $16.60 in value per share of Milacron common stock, which represents a premium of approximately 22.7% over Milacron's closing stock price on July 11, 2019, the last trading day before Milacron announced it had entered into the merger agreement with Hillenbrand. The value of the stock portion of the merger consideration to be received in exchange for each share of Milacron common stock will fluctuate with the market value of Hillenbrand common stock until the transaction is complete. As a result, the value of the merger consideration that Milacron stockholders will receive upon completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Milacron special meeting. Shares of Milacron common stock and Hillenbrand common stock are traded on the NYSE under the symbols "MCRN" and "HI," respectively. We urge you to obtain current market quotations for the shares of common stock of Hillenbrand and Milacron. Upon completion of the merger, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%.

         Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of Milacron common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 36.

         Your vote is very important regardless of the number of shares of Milacron common stock that you own. The merger cannot be completed without the adoption of the merger agreement and approval of the merger by the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the proposal to adopt the merger agreement and approve the merger.

         Whether or not you plan to attend the special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

 
   
/s/ THOMAS GOEKE

Thomas Goeke
Chief Executive Officer
Milacron Holdings Corp.
   

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

         This proxy statement/prospectus is dated October 18, 2019, and is first being mailed to stockholders of Milacron on or about October 21, 2019.


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LOGO

MILACRON HOLDINGS CORP.

10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on November 20, 2019

To the Stockholders of Milacron Holdings Corp.:

        We are pleased to invite you to attend the special meeting of stockholders of Milacron Holdings Corp., a Delaware corporation, or Milacron, which will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019, at 9:00 a.m. (Eastern Time) for the following purposes:

        Milacron will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment thereof by or at the direction of the Milacron board of directors, which is referred to as the Milacron Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

        The Milacron Board has fixed the close of business on October 18, 2019 as the record date for the special meeting. Only Milacron stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment thereof. A complete list of such stockholders will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the special meeting at Milacron's principal place of business. The eligible Milacron stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

        If you plan to attend the special meeting, admission will be by ticket only. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record) and plan to attend the meeting in person, you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A


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Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement. You will also be required to present valid, government-issued photo identification, such as a driver's license or passport, to be admitted to the special meeting.

        Completion of the merger is conditioned upon adoption of the merger agreement and approval of the merger by the Milacron stockholders, which requires the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting.

        The Milacron Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interest of Milacron and its stockholders, and unanimously recommends that Milacron stockholders vote:

        Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the proxy card, (2) calling the toll-free number listed on the Milacron proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Milacron stock who is present at the special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the accompanying document. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee.

        The enclosed proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Milacron's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

By Order of the Milacron Holdings Corp. Board of Directors,

 
   
/s/ HUGH O'DONNELL

Hugh O'Donnell
Vice President, General Counsel and Secretary
   

Cincinnati, Ohio
October 18, 2019


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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Hillenbrand and Milacron from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 180.

        You can obtain any of the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone as follows:

For information related to Milacron:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

For information related to Hillenbrand:
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Attention: Investor Relations
(812) 931 6000

        To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than November 13, 2019, which is five business days before the special meeting.

        You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission, or the SEC, website at www.sec.gov. In addition, you may obtain copies of documents filed by Hillenbrand with the SEC on Hillenbrand's Internet website at https://www.hillenbrand.com under the tab "Investors," then under the tab "Financial Reports" and subtab "SEC Filings" or by contacting Hillenbrand's Investor Relations at Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by calling (812) 931 6000. You may also obtain copies of documents filed by Milacron with the SEC on Milacron's Internet website at https://www.milacron.com under the tab "Investors" and then under the heading "SEC Filings" or by contacting Milacron's Investor Relations at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242 Attn: Bruce Chalmers, or by calling (513) 487-5000.

        We are not incorporating the contents of the websites of the SEC, Hillenbrand, Milacron, or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Hillenbrand (File No. 333-233699), constitutes a prospectus of Hillenbrand under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock, no par value, of Hillenbrand to be issued to Milacron stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Milacron under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the Milacron stockholders' meeting, at which Milacron stockholders will be asked to consider and vote upon the proposal to adopt the merger agreement and approve the merger and certain other proposals.

        All references in this proxy statement/prospectus to Hillenbrand refer to Hillenbrand, Inc., an Indiana corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Milacron refer to Milacron Holdings Corp., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Merger Sub refer to Bengal Delaware Holding Corporation, a Delaware corporation and wholly owned subsidiary of Hillenbrand, unless the context requires otherwise.

        Hillenbrand has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Hillenbrand and Bengal Delaware Holding Corporation, and Milacron has supplied all such information relating to Milacron.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Hillenbrand and Milacron have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Milacron stockholders nor the issuance by Hillenbrand of shares of common stock pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

  1

SUMMARY

  12

The Parties

  12

The Merger

  14

Merger Consideration

  14

Treatment of Equity Awards

  15

Financing of the Merger and Treatment of Existing Debt

  16

Recommendation of the Milacron Board of Directors

  17

Opinion of Milacron's Financial Advisor

  17

Interests of Milacron's Directors and Executive Officers in the Merger

  18

Information about the Milacron Stockholders' Meeting

  19

Voting by Milacron Directors and Executive Officers

  20

Regulatory Approvals

  20

Litigation Relating to the Merger

  21

Conditions to Completion of the Merger

  21

Timing of the Merger

  21

No Solicitation

  22

Termination of the Merger Agreement; Termination Fee

  23

Appraisal Rights of Milacron Stockholders

  25

U.S. Federal Income Tax Consequences

  25

Accounting Treatment

  26

Risk Factors

  26

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HILLENBRAND

 
27

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MILACRON

  28

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  29

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

  30

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

  32

Hillenbrand Market Price and Dividend Information

  32

Milacron Market Price and Dividend Information

  32

Comparison of Hillenbrand and Milacron Market Prices and Implied Value of Merger Consideration

  33

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 
34

RISK FACTORS

  36

Risks Related to the Merger

  36

Risks Related to the Combined Company After Completion of the Merger

  42

Other Risk Factors

  46

THE PARTIES TO THE MERGER

 
47

Hillenbrand

  47

Milacron

  48

Bengal Delaware Holding Corporation

  48

THE MERGER

 
49

Background of the Merger

  49

Milacron Board of Directors' Recommendation and Reasons for the Merger

  64

Opinion of Milacron's Financial Advisor

  67

Certain Unaudited Prospective Financial Information

  79

Interests of Directors and Executive Officers of Milacron in the Merger

  83

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Director and Officer Indemnification

  95

Financing of the Merger and Treatment of Existing Debt

  95

Regulatory Approvals

  97

Timing of the Merger

  97

Material U.S. Federal Income Tax Consequences

  97

Accounting Treatment

  102

NYSE Listing; Delisting and Deregistration of Milacron Common Stock

  102

Litigation Relating to the Merger

  102

Hillenbrand's Dividend Policy

  103

Restrictions on Sales of Shares of Hillenbrand Common Stock Received in the Merger

  103

THE MERGER AGREEMENT

 
104

Explanatory Note Regarding the Merger Agreement

  104

Structure of the Merger

  104

Merger Consideration; Fractional Shares

  104

Treatment of Equity Awards

  105

Closing and Effectiveness of the Merger

  107

Conversion of Shares; Exchange of Certificates

  107

Representations and Warranties; Material Adverse Effect

  108

Covenants and Agreements

  111

Conditions to the Merger

  124

Termination

  126

Effect of Termination

  127

Termination Fee

  128

Expenses

  128

Amendment and Waiver

  128

Third-Party Beneficiaries

  129

Governing Law; Jurisdiction; Waiver of Jury Trial

  129

Enforcement

  130

THE SPECIAL MEETING

 
131

Date, Time and Place

  131

Purpose of the Special Meeting

  131

Recommendation of the Milacron Board

  131

Milacron Record Date; Stockholders Entitled to Vote

  131

Voting by Milacron's Directors and Executive Officers

  132

Quorum

  132

Required Vote

  132

Voting of Proxies by Holders of Record

  133

Voting via the Internet or by Telephone

  133

Voting by Mail. 

  133

General

  133

Treatment of Abstentions; Failure to Vote

  133

Shares Held in Street Name

  134

Attendance at the Special Meeting and Voting in Person

  134

Revocability of Proxies

  135

Solicitation

  135

Assistance

  135

Tabulation of Votes

  136

Adjournments

  136

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 
138

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  143

BENEFICIAL OWNERSHIP TABLE

  158

COMPARISON OF STOCKHOLDER RIGHTS

  160

APPRAISAL RIGHTS

  173

VALIDITY OF COMMON SHARES

  178

EXPERTS

  178

STOCKHOLDER PROPOSALS

  179

HOUSEHOLDING OF PROXY MATERIALS

  180

WHERE YOU CAN FIND MORE INFORMATION

  180

Annex A: Agreement and Plan of Merger

 
A-1

Annex B: Opinion of Barclays Capital Inc. 

 
B-1

Annex C: Section 262 of the Delaware General Corporation Law

 
C-1

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QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement and the special meeting. They may not include all the information that is important to stockholders of Milacron. Stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:    What is the merger?

A:
Hillenbrand, Milacron and Merger Sub have entered into an Agreement and Plan of Merger, dated as of July 12, 2019, which (as the same may be amended from time to time) is referred to as the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Milacron by Hillenbrand. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereinafter, Merger Sub will merge with and into Milacron, with Milacron continuing as the surviving corporation and a wholly owned subsidiary of Hillenbrand, in a transaction which is referred to as the merger. As a result of the merger, Milacron will no longer be a publicly-held company. Following the merger, Milacron common stock will be delisted from the New York Stock Exchange, which is referred to as the NYSE, and deregistered under the Exchange Act.

Q:    Why am I receiving these materials?

A:
Milacron is sending these materials to its stockholders to help them decide how to vote their shares of common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless Milacron stockholders adopt the merger agreement and approve the merger. Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about the special meeting, the merger, the merger agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Milacron and a prospectus of Hillenbrand. It is a proxy statement because the Milacron board of directors, which is referred to as the Milacron Board, is soliciting proxies from Milacron's stockholders. It is a prospectus because Hillenbrand will issue shares of its common stock in exchange for outstanding shares of Milacron common stock in the merger. This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. Milacron stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares by proxy without attending the special meeting in person.

Q:    What will Milacron stockholders receive in the merger?

A:
If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) or (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware (which is referred to as the DGCL), all of which are collectively referred to herein as excluded shares) will be converted into (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any

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Q:    How will Hillenbrand pay the cash component of the merger consideration?

A:
Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand estimates that approximately $1.7 billion will be required to pay the aggregate cash portion of the merger consideration, to pay off Milacron's existing debt and to pay fees and expenses relating to the transaction. In connection with the proposed transaction, Hillenbrand entered into a commitment letter on July 12, 2019, pursuant to which JPMorgan Chase Bank, N.A. committed to fully provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt upon completion of the merger, and pay fees, costs and expenses associated with the transaction with available cash, as well as, (i) approximately $375 million in aggregate principal amount of unsecured 4.500% senior notes due 2026 issued in an underwritten public offering completed on September 25, 2019 and (ii) borrowings under its third amended and restated credit agreement, as most recently amended on October 8, 2019, in the form of approximately $725 million of new term loan debt and approximately $638.1 million of borrowings under Hillenbrand's revolving credit facility. The commitments under the bridge facility commitment letter have been reduced to zero with the commitments for such term loans and with the proceeds from such securities offering, and the bridge facility commitment letter has been terminated.

For a more complete description of sources of funding for the merger and related costs, see "The Merger—Financing of the Merger and Treatment of Existing Debt" beginning on page 95.

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Q:    What equity stake will Milacron stockholders hold in Hillenbrand immediately following the merger?

A:
Upon the completion of the merger, each Milacron stockholder will receive 0.1612 shares of Hillenbrand common stock in return for each share of Milacron common stock, which will result in former Milacron stockholders holding approximately 16% of the combined company.

Q:    When do Hillenbrand and Milacron expect to complete the transaction?

A:
Hillenbrand and Milacron are working to complete the transaction as soon as practicable. We currently expect that the transaction will be completed in the fourth quarter of 2019. Neither Hillenbrand nor Milacron can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals.

Q:    What are the conditions to completion of the merger?

A:
In addition to the approval of the merger proposal by Milacron stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act, and any clearance or approval of regulatory authorities in Austria, Germany, Poland, Canada, China and, if applicable, the European Union having been obtained, (2) no governmental authority of any competent jurisdiction having issued or entered any order or enacted or promulgated any applicable law after the date of the merger agreement having the effect of restraining, enjoining or otherwise prohibiting the completion of the merger and (3) the absence of a material adverse effect (as defined in the merger agreement) on either Hillenbrand or Milacron. The waiting period under the HSR Act expired at 11:59 p.m. (Eastern Time) on August 26, 2019. The parties received the necessary regulatory approvals in Austria on September 6, 2019, in Germany on August 28, 2019, in Poland on September 27, 2019, in Canada on September 4, 2019, and in China on September 16, 2019.

See "The Merger Agreement—Conditions to the Merger" beginning on page 124.

Q:    What am I being asked to vote on, and why is this approval necessary?

A:
Milacron stockholders are being asked to vote on the following proposals:

1.
Adoption of the Merger Agreement.    To vote on a proposal to adopt the merger agreement, as the same may be amended from time to time and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

2.
Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

3.
Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

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Q:    What vote is required to approve each proposal at the Special Meeting?

A:
The merger proposal:    The affirmative vote of a majority of the outstanding shares of Milacron common stock and entitled to vote (in person or by proxy) at the special meeting is required to approve the merger proposal, which is referred to as the stockholder approval.

The merger-related compensation proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the merger-related compensation proposal.

The adjournment proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the adjournment proposal. If a quorum is not present at the special meeting, the chairperson of the special meeting will have the power to adjourn the meeting without a vote of the stockholders.

Q:    How many votes do I have?

A:
Each Milacron stockholder is entitled to one vote for each share of Milacron common stock held of record as of the record date.

As of the close of business on the record date, there were 70,495,009 shares of Milacron common stock outstanding and entitled to vote. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."

Q:    What constitutes a quorum?

A:
The presence at the special meeting, in person or by proxy, of the holders of record of a majority in voting power of the shares entitled to vote at the special meeting of stockholders will constitute a quorum for the transaction of business at the special meeting. Abstentions (shares present at the meeting in person or by proxy that are voted "ABSTAIN") will be counted as present for purposes of determining the establishment of a quorum for the transaction of business at the special meeting.

Q:    How does the Milacron Board recommend that I vote?

A:
The Milacron Board unanimously recommends that Milacron stockholders vote: "FOR" the merger proposal, "FOR" the merger-related compensation proposal, and "FOR" the adjournment proposal.

Q:    Why did the Milacron Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?

A:
For additional information regarding the Milacron Board's reasons for approving and recommending the adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled "The Merger—Milacron Board of Directors' Recommendation and Reasons for the Merger" beginning on page 64.

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Q:    Do any of Milacron's directors or executive officers have interests in the merger that may differ from those of Milacron stockholders?

A:
Milacron's directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Milacron stockholders generally. The Milacron Board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger and in recommending that the stockholders adopt the merger agreement. For more information regarding these interests, see "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

Q:    Why am I being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation?

A:
Under SEC rules, Milacron is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q:    What happens if the merger-related compensation proposal is not approved?

A:
Approval of the merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Milacron. Accordingly, if the merger is approved and the other conditions to closing are satisfied or waived, the merger will be completed even if the merger-related compensation proposal is not approved. If the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Milacron's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

Q:    What do I need to do now?

A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares of Milacron common stock as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for the merger consideration.

Q:    Does my vote matter?

A:
Yes. The merger cannot be completed unless the proposal to adopt the merger agreement is approved by holders of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the effect of a vote cast "AGAINST" such proposal. The Milacron Board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and approve the merger.

Q:    How do I vote?

A:
If you are a stockholder of record of Milacron as of the close of business on October 18, 2019, which is referred to as the record date, you are entitled to receive notice of, and cast a vote at, the

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Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
You are a "stockholder of record" if your shares are registered directly in your name with Milacron's transfer agent, Computershare Trust Company, N.A. As the stockholder of record, you have the right to vote in person at the special meeting. You may also vote by Internet, telephone or mail, as described in the notice and above under the heading "How do I vote?" You are deemed to beneficially own shares in "street name" if your shares are held by a bank, brokerage firm or other nominee or other similar organization. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the special meeting; however, you may not vote your shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:    If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:
If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Milacron or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

Brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

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Q:    When and where is the special meeting? What must I bring to attend the special meeting?

A:
The special meeting of Milacron stockholders will be held at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019 at 9:00 a.m. (Eastern Time). Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:00 a.m. (Eastern Time).

If you plan to attend the special meeting, admission will be by ticket only and you must bring a valid, government-issued photo identification. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares through a broker, bank or other holder of record you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement.

Q:    What if I fail to vote or abstain?

A:
For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting in person and does not vote or returns a proxy with an "abstain" instruction.

Merger proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have the same effect of a vote cast "AGAINST" such proposal.

Merger-related compensation proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger-related compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal:    An abstention will have the effect of a vote cast "AGAINST" the adjournment proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal (regardless of whether a quorum is present).

Q:    What will happen if I return my proxy or voting instruction card without indicating how to vote?

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Milacron Board with respect to that proposal.

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Q:    What happens if I sell my shares of Milacron common stock after the record date but before the special meeting?

A:
The record date for the special meeting (the close of business on October 18, 2019) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by the stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:    May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:
Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of the following four ways:

(1)
by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

(2)
by sending a notice of revocation to the corporate secretary of Milacron;

(3)
by sending a completed proxy card bearing a later date than your original proxy card; or

(4)
by attending the special meeting and voting in person.

If you choose any of the first three methods, you must take the described action such that Milacron receives your revocation no later than the beginning of the special meeting.

If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:    Where can I find the voting results of the special meeting?

A:
The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Milacron intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:    What are the U.S. federal income tax consequences of the merger?

A:
The exchange of Milacron common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) of Milacron common stock who receives the merger consideration in exchange for such U.S. holder's shares of Milacron common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Hillenbrand common stock and the amount of cash, including cash in lieu of a fractional share of Hillenbrand common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Milacron common stock exchanged therefor.

A stockholder that is a non-U.S. holder (as defined under the caption, "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) will generally not be subject to U.S. federal income tax with respect to the exchange of Milacron common stock pursuant to the

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Q:    Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 36. You also should read and carefully consider the risk factors of Hillenbrand and Milacron contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:    Do I have appraisal rights in connection with the transaction?

A:
Subject to the closing of the merger, record holders of Milacron common stock who do not vote in favor of the merger proposal and otherwise comply fully with the requirements and procedures of Section 262 of the DGCL may exercise their rights of appraisal, which generally entitle stockholders to receive a lump sum cash payment equal to the fair value of their common stock exclusive of any element of value arising from the accomplishment or expectation of the merger. The "fair value" could be higher or lower than, or the same as, the merger consideration. A detailed description of the appraisal rights and procedures available to Milacron stockholders is included in "Appraisal Rights" beginning on page 173. The full text of Section 262 of the DGCL is attached as Annex C to this proxy statement/prospectus.

Q:    What will happen to my stock-based awards?

A:
Treatment of Stock Options

Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the

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Q:    Whom should I contact if I have any questions about the proxy materials or voting?

A:
If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Innisfree M&A Incorporated, the proxy solicitation agent for Milacron, toll-free at (877) 825-8772 or (212) 750-5833 (bankers and brokers call collect).

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SUMMARY

        This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Hillenbrand and Milacron urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which Hillenbrand and Milacron also urge you to read, is contained in the documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 180. All references in this proxy statement/prospectus to Hillenbrand refer to Hillenbrand, Inc., an Indiana corporation, and/or its consolidated subsidiaries, unless the context requires otherwise, all references to Milacron refer to Milacron Holdings Corp., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise, and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of July 12, 2019, by and among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp., as it may be amended, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Parties

Hillenbrand

        Hillenbrand is a global diversified industrial company with multiple leading brands that serve a wide variety of industries around the world. Hillenbrand's portfolio is composed of two business segments: the Process Equipment Group and Batesville®. The Process Equipment Group businesses design, develop, manufacture, and service highly engineered industrial equipment around the world. Batesville is a recognized leader in the death care industry in North America.

        Between 2010 and 2014, Hillenbrand completed three major acquisitions of companies that formed the foundation of its Process Equipment Group: K-Tron International, Inc., or K-Tron, in April 2010, Rotex Global, LLC in August 2011, and Coperion Capital GmbH, or Coperion, in December 2012. TerraSource Global, also part of Hillenbrand's Process Equipment Group, was organized in July 2012 from three brands, Gundlach Equipment Corporation, Jeffrey Rader Corporation, and Pennsylvania Crusher Corporation, each acquired as part of the K-Tron acquisition. The remaining K-Tron brands merged with Coperion during 2013.

        On October 2, 2015, Hillenbrand acquired Abel Pumps LP, Abel GmbH & Co. KG, and certain of their affiliates, collectively Abel. Additionally, on February 1, 2016, Hillenbrand acquired Red Valve Company, Inc., or Red Valve. Both Abel and Red Valve are included in Hillenbrand's Process Equipment Group segment.

        The Process Equipment Group is a leading global provider of compounding, extrusion, and material handling; size reduction; screening and separating; and flow control products and services for a wide variety of manufacturing and other industrial processes. The Process Equipment Group designs, engineers, manufactures, markets, and services differentiated process and material handling equipment and systems for a wide variety of industries, including plastics, food and pharmaceuticals, chemicals, fertilizers, minerals and mining, energy, water and wastewater treatment, forest products, and other general industrials. The Process Equipment Group uses its strong applications and process engineering expertise to solve problems for customers. Its highly engineered capital equipment and systems offerings require after-market service and/or parts replacement, providing an opportunity for ongoing revenue at attractive margins.

        Batesville is a leader in the death care industry in North America through the manufacture and sale of funeral service products, including burial caskets, cremation caskets, containers and urns, other personalization and memorialization products, and web-based technology applications. As the needs of funeral professionals and consumers have evolved, Batesville has expanded its offerings with innovative products, value-added services, and digital tools to help funeral directors assist families in creating

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meaningful services. Today, Batesville provides solutions under three primary platforms: (1) Burial Solutions, which accounts for the majority of Batesville's revenue, (2) Cremation Options®, and (3) Technology Solutions.

        For 2018, Hillenbrand's Process Equipment Group sales were approximately 69% of its consolidated sales, and its Batesville sales were approximately 31% of its consolidated sales.

        Hillenbrand's principal executive offices are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500. Hillenbrand's website address is www.hillenbrand.com. Information contained on Hillenbrand's website does not constitute part of this proxy statement/prospectus. Hillenbrand's stock is publicly traded on the NYSE, under the ticker symbol "HI." Additional information about Hillenbrand is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

Milacron

        Milacron is a leader in the manufacture, distribution and service of highly engineered and customized systems within the plastic technology and processing industry. It is a global company with a full-line product portfolio that includes hot runner systems, injection molding and extrusion equipment. It maintains positions across these products, as well as leading positions in process control systems, mold bases and components, maintenance, repair and operating supplies and fluid technology.

        Milacron has brand recognition with products sold in over 100 countries across six continents and its established and market driven global footprint is well-positioned to benefit from continued robust industry growth in both developed and emerging markets. Its sales are geographically diversified with 49% in North America, 19% in Europe, 13% in China, 11% in India and 8% in the rest of the world for the year ended December 31, 2018. Its breadth of products, long history, and global reach have resulted in a large installed base of plastic processing machines and hot runner systems.

        Milacron's Advanced Plastic Processing Technologies, or APPT, segment designs, manufactures and sells plastic processing equipment and systems, which include injection molding, extrusion and auxiliary systems along with the related parts and service. Milacron's APPT segment has a diverse set of customers, including companies who serve in the consumer goods, packaging, electronics, medical, automotive and construction end markets.

        Milacron's Melt Delivery and Control Systems, or MDCS, segment designs, manufactures and sells highly-engineered, technically advanced hot runner and process control systems, mold bases and components, and sells maintenance, repair and operations, or MRO, supplies for plastic processing operations. Hot runner systems are designed for each product a customer manufactures on an injection molding machine.

        Milacron's Fluid Technologies segment is a global manufacturer of products that are used in a variety of metalworking processes such as cutting, grinding, stamping and forming and high speed machining. The technology is used in diverse global end markets such as aerospace, medical, automotive, industrial components and machinery, bearings, munitions, packaging, job shops, and glass and mirror production.

        Milacron is headquartered in Cincinnati, Ohio and has approximately 5,469 employees worldwide. Principal manufacturing facilities are located in the United States, Canada, China, Germany, the Czech Republic and India. Milacron's executive offices are located at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, and its telephone number is (513) 487-5000. Milacron's website address is https://www.milacron.com. Information contained on Milacron's website does not constitute part of this proxy statement/prospectus. Milacron's stock is publicly traded on the NYSE, under the ticker symbol "MCRN." Additional information about Milacron is included in documents incorporated by reference

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in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

Bengal Delaware Holding Corporation

        Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, is a Delaware corporation incorporated on July 10, 2019 for the purpose of effecting the merger. Bengal Delaware Holding Corporation has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Bengal Delaware Holding Corporation are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500.

The Merger

        A summary of the terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        On July 12, 2019, Hillenbrand, Milacron and Merger Sub entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Milacron, with Milacron continuing as the surviving corporation and a wholly owned subsidiary of Hillenbrand.

Merger Consideration

        At the completion of the merger, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) and (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware) will be converted into (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.

        The cash and Hillenbrand stock payable in exchange for each such share of Milacron common stock are collectively referred to as the merger consideration. Upon the completion of the merger, based on the 0.1612 shares of Hillenbrand common stock exchanged for every share of Milacron common stock, the estimated number of shares of Hillenbrand common stock issuable as a portion of the merger consideration is approximately 11.9 million shares, which will result in former Milacron stockholders holding approximately 16% of the combined company. The 11.9 million shares of Hillenbrand common stock includes approximately 0.5 million shares that are estimated to be issued to holders of certain Milacron outstanding share-based equity awards upon the completion of the merger. For more details on the shares of Hillenbrand common stock and other consideration to be received by Milacron stockholders, see "The Merger Agreement—Merger Consideration; Fractional Shares" beginning on page 104.

        No fractional shares of Hillenbrand common stock will be issued in the merger. Each holder of shares of Milacron common stock who otherwise would have been entitled to a fraction of a share of Hillenbrand common stock will be entitled to receive, in lieu of such fractional share, an amount of cash (rounded down to the nearest whole cent), without interest, equal to (1) the amount of the fractional share interest in a share of Hillenbrand common stock to which such holder would otherwise be entitled (rounded to three decimal places) multiplied by (2) the volume weighted average trading

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price of Hillenbrand common stock for the ten consecutive trading days ending on the trading day immediately preceding the date the merger is completed. No such holder of a fractional share interest will be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Treatment of Equity Awards

Treatment of Stock Options

        Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the per share value of the merger consideration over the per share exercise price of such stock option as of immediately prior to the completion of the merger, divided by (ii) the per share value of the merger consideration. Upon the completion of the merger, each then-outstanding stock option with a per share exercise price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Treatment of Restricted Shares

        Upon completion of the merger, each then-outstanding restricted share award that was granted prior to July 12, 2019 will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such restricted share award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings.

        In the event that Milacron grants restricted share awards following July 12, 2019, any such restricted share awards that remain outstanding immediately prior to the completion of the merger will be converted into restricted share awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such restricted share award as of immediately prior to the completion of the merger and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted restricted share awards will have substantially the same terms and conditions as were applicable to such restricted share awards immediately prior to the completion of the merger, except the restricted share awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Restricted Stock Units

        Upon completion of the merger, each then-outstanding RSU award that vests solely based on the satisfaction of time-based criteria and was granted prior to July 12, 2019 or was granted to a non-employee director of Milacron, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such RSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that the number of shares of Milacron common stock subject to each such RSU award granted to non-employee directors following July 12, 2019 will be prorated based on the number of days elapsed between January 1, 2020 and the date the merger is completed.

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        In the event that Milacron grants RSU awards following July 12, 2019, any such RSU awards (other than those granted to non-employee directors) that remain outstanding immediately prior to the completion of the merger will be converted into RSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such RSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted RSU awards will have substantially the same terms and conditions as were applicable to such RSU awards immediately prior to the completion of the merger, except the RSU awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Performance Stock Units

        Upon completion of the merger, each then-outstanding PSU award that was granted prior to July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such PSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that, in the case of a PSU award subject to unsatisfied performance conditions for a performance period that includes the date the merger is completed, for purposes of calculating the payment of the merger consideration, the number of shares of common stock subject to such PSU award will be determined as though such performance conditions were satisfied at the applicable target level of performance.

        In the event that Milacron grants PSU awards following July 12, 2019, any such PSU awards that remain outstanding immediately prior to the completion of the merger will be converted into Hillenbrand PSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such PSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted PSU awards will have substantially the same terms and conditions as were applicable to such PSU awards immediately prior to the completion of the merger, provided that the board of directors of Hillenbrand, or a committee thereof, may adjust the performance-based vesting conditions applicable to such awards to reflect the merger. The PSU awards will also be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Stock Appreciation Rights

        Upon completion of the merger, each then-outstanding award of SARs with a per share strike price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment equal to the product of (i) the number of shares of Milacron common stock subject to such SAR and (ii) the excess of the per share value of the merger consideration over the per share strike price of such SAR as of immediately prior to the completion of the merger, less applicable tax withholdings. Upon the completion of the merger, each then-outstanding SAR with a per share strike price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Financing of the Merger and Treatment of Existing Debt

        In connection with the merger, Hillenbrand currently intends to pay off Milacron's existing term loan facility totaling approximately $833 million as of June 30, 2019.

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        Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand estimates that approximately $1.7 billion will be required to pay the aggregate cash portion of the merger consideration, to pay off Milacron's existing debt and to pay fees and expenses relating to the merger and the financing. In connection with the proposed transaction, Hillenbrand entered into a commitment letter on July 12, 2019, pursuant to which JPMorgan Chase Bank, N.A. committed to fully provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt upon completion of the merger, and pay fees, costs and expenses associated with the transaction with available cash, as well as, (i) approximately $375 million in aggregate principal amount of unsecured 4.500% senior notes due 2026 issued in an underwritten public offering completed on September 25, 2019 and (ii) borrowings under its third amended and restated credit agreement, as most recently amended on October 8, 2019, in the form of approximately $725 million of new term loan debt and approximately $638.1 million of borrowings under Hillenbrand's revolving credit facility. The commitments under the bridge facility commitment letter have been reduced to zero with the commitments for such term loans and with the proceeds from such securities offering, and the bridge facility commitment letter has been terminated.

        For a more complete description of sources of funding for the merger, see "The Merger—Financing of the Merger and Treatment of Existing Debt" beginning on page 95.

Recommendation of the Milacron Board of Directors

        After careful consideration of various factors described in "The Merger—Milacron Board of Directors' Recommendation and Reasons for the Merger" beginning on page 64, the Milacron Board unanimously recommends that holders of common stock vote:

Opinion of Milacron's Financial Advisor

        Milacron engaged Barclays Capital Inc., or Barclays, to act as its financial advisor in connection with its consideration of strategic alternatives, including the merger, pursuant to an engagement letter dated March 20, 2019. On July 11, 2019, Barclays rendered its oral opinion (which was subsequently confirmed in writing on July 12, 2019) to the Milacron Board that, from a financial point of view, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be received by the stockholders of Milacron is fair to such stockholders.

        The full text of Barclays' written opinion, dated as of July 12, 2019, is attached as Annex B to this proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The summary of Barclays' opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the Milacron Board, addresses only the fairness, from a financial point of view, of the merger consideration to be received by the stockholders of Milacron and does not constitute a recommendation to any stockholder of Milacron as to how such stockholder should vote with respect to the merger or any other matter.

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Interests of Milacron's Directors and Executive Officers in the Merger

        The directors and executive officers of Milacron have interests in the merger that are different from, or in addition to, their interests as stockholders of Milacron generally. The Milacron Board was aware of these interests prior to the execution of the merger agreement and considered them, among other matters, in approving the merger agreement and in determining to recommend that the stockholders adopt the merger agreement. Additional interests of the directors and executive officers of Milacron in the merger include, but are not limited to:

        The estimated values set forth above were calculated assuming that the completion of the merger occurred on August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus. For these purposes, the value of each share of common stock subject to an outstanding Milacron equity award is assumed to be equal to $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.

        For a more complete description of the interests in the merger of the directors and executive officers of Milacron that are different from, or in addition to, those of Milacron stockholders generally, see "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

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Information about the Milacron Stockholders' Meeting

Time, Place and Purpose of the Special Meeting

        The special meeting to consider and vote upon the adoption of the merger agreement and related matters, which is referred to as the special meeting, will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019 at 9:00 a.m. (Eastern Time).

        At the special meeting, the stockholders will be asked to consider and vote upon (1) the merger proposal, (2) the merger-related compensation proposal and (3) the adjournment proposal.

Record Date and Quorum

        You are entitled to receive notice of, and to vote at, the special meeting if you are an owner of record of shares of Milacron common stock as of the close of business on October 18, 2019, the record date. As of the close of business on the record date, there were 70,495,009 shares of Milacron common stock outstanding and entitled to vote. Stockholders will have one vote on all matters properly coming before the special meeting for each share of common stock owned by such stockholders on the record date.

        The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of common stock issued and outstanding on the record date for the special meeting will constitute a quorum for the transaction of business at the special meeting.

Vote Required

        The merger proposal requires the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote (in person or by proxy) at the special meeting. If a Milacron stockholder present in person at the special meeting abstains from voting, responds by proxy with an "abstain" vote, is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have the effect of a vote cast "AGAINST" such proposal.

        The merger-related compensation proposal requires the affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum. If a Milacron stockholder present in person at the special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" such proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

        The adjournment proposal requires the affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum. If a Milacron stockholder present in person at the special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" such proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Proxies and Revocations

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the special meeting. If your shares of common stock are held in

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"street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee.

        If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of the following four ways: (1) by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so; (2) by sending a notice of revocation to the corporate secretary of Milacron; (3) by sending a completed proxy card bearing a later date than your original proxy card; or (4) by attending the special meeting and voting in person. If you choose any of the first three methods, you must take the described action such that Milacron receives your revocation no later than the beginning of the special meeting.

Voting by Milacron Directors and Executive Officers

        At the close of business on September 30, 2019, the most recent practicable date for which such information was available, Milacron directors and executive officers and their affiliates were entitled to vote 562,936 shares of Milacron common stock or less than 1% of the shares of common stock outstanding on that date. The number and percentage of shares of Milacron common stock owned by directors and executive officers of Milacron and their affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of September 30, 2019. Milacron currently expects its directors and executive officers to vote their shares of Milacron common stock in favor of all proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so. The number of shares reflected above does not include shares subject to or underlying outstanding stock options, restricted share awards, RSU awards, PSU awards or SARs. For information with respect to stock options, restricted share awards, RSU awards, PSU awards and SARs, please see "The Merger Agreement—Treatment of Equity Awards—Treatment of Stock Options;—Treatment of Restricted Shared Awards;—Treatment of Restricted Stock Units;—Treatment of Performance Stock Units; and—Treatment of Stock Appreciation Rights" beginning on page 105.

Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice, which is referred to as the Antitrust Division, and the United States Federal Trade Commission, which is referred to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act without the imposition of a burdensome divestiture condition. Hillenbrand and Milacron each filed their respective HSR Act notification forms on July 26, 2019 and the waiting period under the HSR Act expired at 11:59 p.m. on August 26, 2019.

        Completion of the merger is further subject to notification or receipt of certain other regulatory approvals, including notification, clearance and/or approval in Austria, Germany, Poland, Canada and China and, if applicable, the European Union, in each case without the imposition, individually or in the aggregate, of a burdensome divestiture condition. The parties received the necessary regulatory approvals in Austria on September 6, 2019, in Germany on August 28, 2019, in Poland on September 27, 2019, in Canada on September 4, 2019, and in China on September 16, 2019.

        There can be no assurance that a challenge to the merger on antitrust or other grounds will not be made or, if such a challenge is made, that it would not be successful.

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        See "The Merger—Regulatory Approvals" beginning on page 97.

Litigation Relating to the Merger

        Following the announcement of the merger, three putative class action complaints were filed by purported stockholders of Milacron. On October 1, 2019, the first putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Sabatini v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01846, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. On October 14, 2019, the second putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Krieger v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01943, against Milacron and the members of the Milacron board of directors. On October 16, 2019, the third putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the Eastern District of New York, captioned Akerman v. Milacron Holdings Corp., et al., Civil Action No. 1:19-cv-05841, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. The complaints in these three cases allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated under the Exchange Act, by omitting or misrepresenting certain allegedly material information in this proxy statement/prospectus. The complaints seek, among other things, injunctive relief preventing the consummation of the merger, rescissory damages or rescission in the event the merger is consummated and plaintiff's attorneys' and experts' fees. For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger."

Conditions to Completion of the Merger

        In addition to the approval of the merger proposal by Milacron's stockholders, the expiration or termination of the applicable waiting period under the HSR Act and any clearance or approval of regulatory authorities in Austria, Germany, Poland, Canada, China and, if the merger is referred for review to the European Commission, the European Union, having been obtained, each of Milacron, Hillenbrand and Merger Sub's obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions, including the absence of any order or applicable law entered or enacted after July 12, 2019, that is in effect and has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger, subject to specified materiality standards, the accuracy of the representations and warranties contained in the merger agreement, the effectiveness of the registration statement on Hillenbrand's Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order, or pending proceedings seeking a stop order, by the SEC), the authorization for listing on the NYSE of the Hillenbrand common stock to be used for a portion of the merger consideration, the absence of a material adverse effect with respect to Hillenbrand and Milacron, compliance with the covenants and agreements in the merger agreement in all material respects and delivery of an officer's closing certificate by Milacron and Hillenbrand to each other certifying satisfaction of certain of the conditions described above.

        The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after Milacron receives approval from its stockholders of the merger proposal at the special meeting and after Milacron and Hillenbrand receive all required regulatory approvals. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 124.

Timing of the Merger

        The parties expect the transaction to be completed in the fourth quarter of calendar year 2019. Neither Hillenbrand nor Milacron can predict, however, the actual date on which the transaction will

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be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 124.

No Solicitation

        As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, Milacron has agreed that Milacron and its subsidiaries will not, and will not authorize or permit their representatives to, directly or indirectly, (A) solicit, seek, initiate or knowingly facilitate, encourage, induce or take any other action (including by way of furnishing information) that would reasonably be expected to lead to the submission or announcement of an acquisition proposal to acquire 15% or more of Milacron's equity or voting securities, consolidated assets, revenues or earnings, or each an acquisition proposal, (B) enter into or participate in any discussions or negotiations with, or furnish any information to, any person or entity relating to or for the purpose of knowingly facilitating, encouraging or inducing an acquisition proposal or any proposal reasonably expected to lead to any acquisition proposal, (C) grant any waiver or release under any standstill, confidentiality or similar agreement (excluding any standstill provision in effect on the date of the merger agreement that is released or terminated without any action by or on behalf of Milacron due to a "fall away" or similar provision as a result of the execution of the merger agreement) or (D) adopt or approve, or publicly propose to adopt or approve, or allow Milacron or any of its subsidiaries to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise relating to, or that is intended to or would reasonably be expected to lead to, any acquisition proposal.

        In addition, except as otherwise agreed in writing by Hillenbrand, Milacron will and will use reasonable best efforts to cause its representatives to (A) immediately cease and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to acquisition proposals that existed as of July 12, 2019, (B) terminate access of any third party (and its representatives) to any data room containing any information of Milacron or any of its subsidiaries within 48 hours of the announcement of the merger, and (C) demand the return or destruction of all confidential or non-public information and materials that have been provided to any third party (and its representatives) relating to a possible acquisition proposal with Milacron or any of its subsidiaries within 48 hours of the announcement of the merger.

        The merger agreement includes certain exceptions to the non-solicitation covenant. Prior to obtaining the stockholder approval, if Milacron receives any bona fide written acquisition proposal that did not result from a violation in any material respect of Milacron's non-solicitation obligations, then Milacron may contact the third party making such acquisition proposal to clarify the terms and conditions thereof solely so that the Milacron Board may inform itself about such acquisition proposal. Further, prior to obtaining the stockholder approval, if Milacron receives any bona fide written acquisition proposal that did not result from a violation in any material respect of Milacron's non-solicitation obligations that the Milacron Board determines in good faith, after consultation with its outside financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a "superior proposal" (as defined in the merger agreement), then Milacron may (A) engage in negotiations or discussions with such third party concerning such acquisition proposal and (B) furnish to such third party non-public information relating to Milacron pursuant to an acceptable confidentiality agreement. Prior to obtaining the stockholder approval, the Milacron Board may waive any standstill provisions in any agreement with any third party in order to permit such third party to make an acquisition proposal if the Milacron Board determines in good faith, after consultation with Milacron's outside legal counsel, that the failure to grant such waiver would reasonably be expected to

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be inconsistent with its fiduciary duties under applicable law. Prior to obtaining the stockholder approval, the Milacron Board may, subject to complying with certain specified procedures in the merger agreement, including providing Hillenbrand with a good faith opportunity to negotiate and, in certain circumstances, payment of a termination fee as described below, (1) change its recommendation or terminate the merger agreement in response to a bona fide written acquisition proposal from any third party (received after July 12, 2019, that did not result from a violation in any material respect of Milacron's non-solicitation obligations), or (2) change its recommendation in response to an "intervening event" (as defined in the merger agreement) that was not known to or reasonably foreseeable by the Milacron Board on July 12, 2019, in each case, if the Milacron Board determines in good faith that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

        For a more complete description of the limitations on solicitation of acquisition proposals from third parties and the ability of the Milacron Board to change its recommendation for the transaction, see "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 118.

Termination of the Merger Agreement; Termination Fee

        The merger agreement may be terminated by mutual written consent of Hillenbrand and Milacron at any time prior to the completion of the merger. In addition, the merger agreement may be terminated as follows:

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        If the merger agreement is terminated as described above, the merger agreement will become void and of no effect, without liability of any party to the other party, subject to certain exceptions, including that:

        The merger agreement provides for payment of a termination fee by Milacron to Hillenbrand of $45 million in connection with a termination of the merger agreement under the following circumstances:

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        In circumstances in which the termination fee is payable and is paid in full by Milacron, each of Hillenbrand and Merger Sub is precluded from any other remedy against Milacron and will not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Milacron and its subsidiaries and their representatives in connection with the merger agreement or the transactions contemplated by the merger agreement. Notwithstanding the preceding sentence, Milacron will not be relieved or released from any liabilities or damages of Hillenbrand or Merger Sub arising out of any willful and material breach of any provision of the merger agreement, and neither Hillenbrand nor Merger Sub will be prohibited or precluded from bringing such a claim against Milacron in such circumstances.

        For a more complete description of each party's termination rights and the related termination fee obligations, see "The Merger Agreement—Termination" beginning on page 126 and "The Merger Agreement—Termination Fee" beginning on page 128.

Appraisal Rights of Milacron Stockholders

        Under the DGCL, if the merger is completed, record holders of Milacron common stock who do not vote in favor of the merger proposal and who otherwise properly exercise and perfect their appraisal rights will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of common stock, in lieu of receiving the merger consideration. The "fair value" could be higher or lower than, or the same as, the merger consideration. The relevant provisions of the DGCL are included as Annex C to this proxy statement/prospectus. Milacron stockholders are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising and perfecting the right to seek appraisal, Milacron stockholders who are considering exercising and perfecting that right are encouraged to seek the advice of legal counsel. Failure to comply strictly with these provisions may result in loss of the right of appraisal. For a more complete description of Milacron stockholders' appraisal rights, see "Appraisal Rights" beginning on page 173.

U.S. Federal Income Tax Consequences

        The exchange of Milacron common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) of Milacron common stock who receives the merger consideration in exchange for such U.S. holder's shares of Milacron common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Hillenbrand common stock and the amount of cash, including cash in lieu of a fractional share of Hillenbrand common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Milacron common stock exchanged therefor.

        A stockholder that is a non-U.S. holder (as defined under the caption, "The Merger—Material U.S. Federal Income Tax Consequences") will generally not be subject to U.S. federal income tax with respect to the exchange of Milacron common stock pursuant to the merger unless such non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the

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non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

        In certain circumstances, as the result of application of Section 304 of the Code, a holder of Milacron common stock could be treated as receiving a dividend in an amount up to the cash consideration received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Milacron common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the merger. Holders of Milacron common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger.

        For a more complete description of the U.S. federal income tax consequences of the merger, see "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97.

        This proxy statement/prospectus contains a discussion of the material U.S. federal income tax consequences of the merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to any state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences to you of the merger in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Accounting Treatment

        Hillenbrand prepares its financial statements in accordance with accounting principles generally accepted in the United States, which are referred to collectively as GAAP. The merger will be accounted for as an acquisition of Milacron by Hillenbrand under the acquisition method of accounting in accordance with GAAP. Hillenbrand will be treated as the acquiror for accounting purposes.

Risk Factors

        You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should carefully consider the risks that are described in the section entitled "Risk Factors" beginning on page 36.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HILLENBRAND

        The following table presents selected historical consolidated financial data for Hillenbrand as of and for the fiscal years ended September 30, 2018, 2017, 2016, 2015 and 2014. This information has been derived from Hillenbrand's audited consolidated financial statements. The historical consolidated financial data as of and for the nine months ended June 30, 2019 and 2018 has been derived from Hillenbrand's unaudited condensed consolidated financial statements.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and Hillenbrand's Quarterly Report on Form 10-Q for the nine months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

 
  Nine Months Ended
June 30,
  Year Ended September 30,  
(dollars in millions, except per
share amounts)
  2019   2018   2018   2017   2016   2015   2014  

Net revenue

  $ 1,321.5   $ 1,295.4   $ 1,770.1   $ 1,590.2   $ 1,538.4   $ 1,596.8   $ 1,667.2  

Income before income taxes

  $ 140.1   $ 86.5   $ 146.5   $ 188.3   $ 164.1   $ 162.3   $ 159.9  

Income tax expense

  $ 39.9   $ 52.5   $ 65.3   $ 59.9   $ 47.3   $ 49.1   $ 48.7  

Consolidated net income

  $ 100.2   $ 34.0   $ 81.2   $ 128.4   $ 116.8   $ 113.2   $ 111.2  

Net income attributable to noncontrolling interests

  $ 3.5   $ 1.9   $ 4.6   $ 2.2   $ 4.0   $ 1.8   $ 1.5  

Net income(1)

  $ 96.7   $ 32.1   $ 76.6   $ 126.2   $ 112.8   $ 111.4   $ 109.7  

Cash dividends per share

  $ 0.63   $ 0.6225   $ 0.83   $ 0.82   $ 0.81   $ 0.80   $ 0.79  

Earnings per share—basic

  $ 1.54   $ 0.51   $ 1.21   $ 1.99   $ 1.78   $ 1.76   $ 1.74  

Earnings per share—diluted

  $ 1.52   $ 0.50   $ 1.20   $ 1.97   $ 1.77   $ 1.74   $ 1.72  

Total assets(2)

  $ 1,890.6   $ 1,933.6   $ 1,864.6   $ 1,956.5   $ 1,959.7   $ 1,808.1   $ 1,918.5  

Long-term debt(2)

  $ 323.2   $ 424.4   $ 344.6   $ 446.9   $ 595.1   $ 518.7   $ 543.5  

(1)
Net income attributable to Hillenbrand.

(2)
Amounts for the years ended September 30, 2015 and 2014 have not been conformed to the September 30, 2018 presentation for the reclassification of debt issuance costs from other assets to long-term debt. Total assets for the years ended September 30, 2015 and 2014 included debt issuance costs of $1.4 million, which were not reclassified to long-term debt.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MILACRON

        The following table presents selected historical consolidated financial data for Milacron as of and for the periods and as the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. This information is derived from Milacron's audited consolidated financial statements. The selected historical consolidated financial data as of and for the six months ended June 30, 2019 and 2018 has been derived from Milacron's unaudited condensed consolidated financial statements.

        In May 2019, Milacron entered into a definitive agreement with OC Spartan Acquisition, Inc., or OC, to sell substantially all of the assets of its Uniloy blow molding business to OC for a purchase price of $52.0 million. The Uniloy blow molding business is reflected as a discontinued operation in the selected historical consolidated financial data for the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017. The selected historical consolidated financial data for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 does not reflect the classification of Milacron's Uniloy blow molding business as a discontinued operation.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Milacron's Current Report on Form 8-K filed with the SEC on September 6, 2019, Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Milacron's Quarterly Report on Form 10-Q for the six months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

 
  Six Months Ended
June 30,
  Year Ended December 31,  
(dollars in millions, except per share amounts)
  2019   2018   2018   2017   2016   2015   2014  

Net Sales

    520.1     592.4     1,164.7     1,139.5     1,086.4     1,179.5     1,211.3  

Operating earnings(1)

   
49.7
   
58.9
   
110.1
   
93.5
   
113.1
   
72.6
   
86.0
 

Net earnings (loss) attributable to Milacron Holdings Corp.

    3.3     20.8     41.5     1.1     30.5     (38.8 )   (14.8 )

Basic earnings (loss) per share

   
0.05
   
0.30
   
0.60
   
0.02
   
0.45
   
(0.65

)
 
(0.28

)

Diluted earnings (loss) per share

   
0.05
   
0.29
   
0.58
   
0.02
   
0.43
   
(0.65

)
 
(0.28

)

Total assets

   
1,730.6
   
1,818.5
   
1,732.5
   
1,858.8
   
1,722.0
   
1,696.3
   
1,769.8
 

Total long-term debt and capital lease obligations, including current portion

    826.5     884.4     834.9     933.2     941.4     939.7     1,013.7  

(1)
Amounts for the years ended December 31, 2015 and 2014 have been conformed to the 2018 presentation for the classification of certain components of net periodic pension cost of $0.8 million and $0.9 million, respectively.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial information gives effect to the merger and the related financing transactions as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 138. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2019 give effect to the merger as if it had been completed on June 30, 2019. The selected unaudited pro forma condensed combined statements of income data for the fiscal year ended September 30, 2018 and for the nine months ended June 30, 2019 give effect to the merger as if it had been completed on October 1, 2017.

        Hillenbrand and Milacron have different fiscal year ends. As Milacron's fiscal year ended December 31 is within 93 days of Hillenbrand's fiscal year ended September 30, Hillenbrand's pro forma condensed combined statement of income for the year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial information. In addition, the pro forma financial information were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of Hillenbrand and Milacron for the applicable periods, which have been incorporated in this proxy statement/prospectus by reference. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information" and "Where You Can Find More Information" beginning on page 138 and page 180, respectively, for additional information.

(dollars in millions, except per share amounts)
  Nine Months
Ended
June 30, 2019
  Year Ended
September 30,
2018
 

Selected Unaudited Pro Forma Data:

             

Net revenue

  $ 2,131.1   $ 2,934.8  

Income before income taxes

  $ 160.0   $ 167.6  

Income tax expense

  $ 48.7   $ 71.9  

Consolidated net income

  $ 111.3   $ 95.7  

Net income attributable to noncontrolling interests

  $ 3.5   $ 4.6  

Net income(1)

  $ 107.8   $ 91.1  

Cash dividends per share

  $ 0.63   $ 0.83  

Earnings per share—basic

  $ 1.45   $ 1.22  

Earnings per share—diluted

  $ 1.44   $ 1.21  

Total assets

  $ 4,283.9   $ n/a  

Long-term debt

  $ 2,054.3   $ n/a  

(1)
Net income attributable to Hillenbrand.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table summarizes unaudited per share data (i) for Hillenbrand and Milacron on a historical basis, (ii) for Hillenbrand on a pro forma combined basis giving effect to the merger and (iii) on a pro forma combined equivalent basis calculated by multiplying the pro forma combined data by the exchange ratio of 0.1612. These computations exclude the $11.80 per share cash portion of the merger consideration.

        The unaudited pro forma per share information reflects the merger and related transactions as if they had occurred on October 1, 2017 in the case of income from continuing operations per share, and as if they had occurred on June 30, 2019 and September 30, 2018 in the case of book value per share. The information in the table is based on, and should be read together with, the historical financial information of Hillenbrand and Milacron, which is incorporated by reference in this proxy statement/prospectus and the financial information contained under "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Hillenbrand" and "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Milacron" beginning on page 138, page 27 and page 28, respectively. See the section entitled "Where You Can Find More Information" beginning on page 180.

        The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values is obtained, which changes could be materially different than the initial estimates.

        Hillenbrand declared and paid dividends during the periods presented. For more information on dividends of Hillenbrand, see the section entitled "Comparative Per Share Market Price and Dividend Information" beginning on page 32.

 
  Historical
Hillenbrand, Inc.
  Historical
Milacron
Holdings Corp.
  Pro Forma
Combined
  Equivalent
Basis
Pro Forma
Combined(1)
 

Earnings per share—basic

                         

Nine months ended June 30, 2019(2)

  $ 1.54   $ 0.35   $ 1.45 (4) $ 0.23  

Twelve months ended September 30, 2018(3)

  $ 1.21   $ 0.67   $ 1.22 (4) $ 0.20  

Earnings per share—diluted

   
 
   
 
   
 
   
 
 

Nine months ended June 30, 2019(2)

  $ 1.52   $ 0.34   $ 1.44 (4)(5) $ 0.23  

Twelve months ended September 30, 2018(3)

  $ 1.20   $ 0.65   $ 1.21 (4)(5) $ 0.20  

Cash dividends per share

   
 
   
 
   
 
   
 
 

Nine months ended June 30, 2019(2)

  $ 0.63     (6) $ 0.63   $ 0.10  

Twelve months ended September 30, 2018(3)

  $ 0.83     (6) $ 0.83   $ 0.13  

Book value per share

   
 
   
 
   
 
   
 
 

Nine months ended June 30, 2019(2)

  $ 12.47 (7) $ 7.54 (7) $ 14.31 (8) $ 2.31  

Twelve months ended September 30, 2018(3)

  $ 11.73 (7) $ 7.48 (7) $ 13.69 (8) $ 2.21  

(1)
Calculated by multiplying the unaudited pro forma combined per share data by the exchange ratio of 0.1612. These computations exclude the $11.80 per share cash portion of the merger consideration.

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(2)
For this period, Milacron historical data reflects net earnings from continuing operations and is derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

(3)
For this period, Milacron historical data is for Milacron's fiscal year ended December 31, 2018. As Milacron's fiscal year of December 31 is within 93 days of Hillenbrand's September 30 fiscal year, the pro forma combined data for this period is derived by combining Hillenbrand's audited consolidated statement of income, reflecting net earnings from continuing operations, for its fiscal year ended September 30, 2018 and Milacron's audited consolidated statement of income for its fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X.

(4)
Certain outstanding share-based equity awards held by Milacron employees will be canceled and converted into the right to receive the merger consideration, which includes 0.1612 shares of Hillenbrand common stock. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the basic or diluted weighted average shares outstanding.

(5)
Certain outstanding share-based equity awards held by Milacron employees and granted after July 12, 2019 will be converted into share-based equity awards of Hillenbrand upon the closing of the transaction. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the diluted weighted average shares outstanding.

(6)
Milacron has not declared or paid cash dividends during the periods presented.

(7)
The historical book value per share is computed by dividing total shareholders' equity by the number of shares outstanding at the end of the period.

(8)
The unaudited pro forma combined book value per share is computed by dividing total pro forma combined shareholders' equity by the number of pro forma combined Hillenbrand common shares outstanding at the end of the period.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Hillenbrand Market Price and Dividend Information

        Hillenbrand's common stock is listed on the NYSE under the symbol "HI." The following table sets forth the high and low prices per share for Hillenbrand's common stock and cash dividends declared for the periods indicated. Hillenbrand's fiscal year ends on September 30.

 
  High
($)
  Low
($)
  Dividend
($)
 

Fiscal 2020:

                   

First Quarter (through October 16, 2019)

    31.58     27.95      

Fiscal 2019:

                   

First Quarter

    53.41     36.22     0.21  

Second Quarter

    46.00     36.87     0.21  

Third Quarter

    43.45     36.51     0.21  

Fourth Quarter

    40.27     26.01     0.21  

Fiscal 2018:

                   

First Quarter

    46.50     38.15     0.2075  

Second Quarter

    48.00     41.80     0.2075  

Third Quarter

    49.35     42.75     0.2075  

Fourth Quarter

    53.25     46.00     0.2075  

Fiscal 2017:

                   

First Quarter

    38.70     28.60     0.205  

Second Quarter

    39.00     34.96     0.205  

Third Quarter

    38.75     34.70     0.205  

Fourth Quarter

    39.50     34.65     0.205  

        The declaration of future dividends will be at the discretion of the Hillenbrand board of directors, which is referred to as the Hillenbrand Board, and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Hillenbrand and other factors deemed relevant by the Hillenbrand Board. Under the merger agreement, prior to the completion of the merger, Hillenbrand may continue to pay its regular quarterly cash dividends in the ordinary course consistent with past practice (subject to increase for quarterly periods occurring on or after October 1, 2019, by no more than $0.01 per share on an annual basis).

Milacron Market Price and Dividend Information

        Milacron common stock is listed on the NYSE under the symbol "MCRN." The following table sets forth the high and low prices per share for Milacron common stock for the periods indicated, each

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rounded to the nearest whole cent. Milacron's fiscal year ends on December 31. Milacron has not declared cash dividends for the periods indicated.

 
  High
($)
  Low
($)
  Dividend
($)
 

2019:

                   

First Quarter

    15.05     11.11      

Second Quarter

    15.75     11.37      

Third Quarter

    17.39     13.41      

Fourth Quarter (through October 16, 2019)

    16.81     16.19      

2018:

                   

First Quarter

    22.62     17.20      

Second Quarter

    21.22     17.48      

Third Quarter

    22.09     16.70      

Fourth Quarter

    20.66     11.35      

2017:

                   

First Quarter

    19.25     15.93      

Second Quarter

    19.45     16.88      

Third Quarter

    19.57     15.09      

Fourth Quarter

    19.33     15.90      

        The payment of future dividends is at the discretion of the Milacron Board. Under the merger agreement, Milacron is not permitted to pay any dividends prior to the completion of the merger.

Comparison of Hillenbrand and Milacron Market Prices and Implied Value of Merger Consideration

        The following table sets forth the closing sale price per share of Hillenbrand common stock and Milacron common stock as reported on the NYSE as of July 11, 2019, the last trading day prior to the public announcement of the merger, and as of October 16, 2019, the last practicable trading day before the filing of this proxy statement/prospectus with the SEC. The table also shows the estimated implied value of the per share consideration proposed for each share of Milacron common stock as of the same two days. This implied value was calculated by multiplying the closing prices of shares of Hillenbrand common stock on those dates by the exchange ratio of 0.1612 and adding the cash portion of the merger consideration of $11.80 per share, without interest. The market prices of Hillenbrand common stock and Milacron common stock will fluctuate before the special meeting and before the merger is completed.

 
  Closing Sale Price
Per Share of
Hillenbrand
Common Stock
  Closing Sale Price
Per Share of
Milacron
Common Stock
  Implied Per Share
Value of
Merger
Consideration
 

July 11, 2019

  $ 38.87   $ 13.53   $ 18.07  

October 16, 2019

  $ 29.78   $ 16.51   $ 16.60  

        No assurance can be given concerning the market prices of Hillenbrand common stock or Milacron common stock before completion of the merger or Hillenbrand common stock after completion of the merger. Changes in the market price of Hillenbrand common stock prior to the completion of the merger will affect the market value of the merger consideration that Milacron stockholders will receive upon completion of the merger. The exchange ratio is fixed in the merger agreement, but the market price of Hillenbrand common stock (and therefore the value of the merger consideration) when received by Milacron stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, Milacron stockholders are advised to obtain current market quotations for Hillenbrand common stock and Milacron common stock in deciding whether to vote in favor of the merger proposal.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains statements, including statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, financings, share repurchases and other measures of financial performance or potential future plans or events, strategies, objectives, expectations, beliefs, prospects, assumptions, projected costs or savings, leverage targets or transactions of Hillenbrand, Milacron or the combined company following Hillenbrand's proposed acquisition of Milacron, the anticipated benefits of the merger, including estimated synergies, the expected timing of completion of the transaction and other statements that are not strictly historical in nature. In some cases, forward-looking statements can be identified by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "outlook," "guidance," "target" and similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance or events, and actual results or events could differ materially from those set forth in any forward-looking statement due to any number of factors. These factors include, but are not limited to:

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        There can be no assurance that the merger or any other transaction described will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and Hillenbrand and Milacron assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including, among other things, the matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements" beginning on page 34, Milacron stockholders should carefully consider the following risk factors before deciding whether to vote in favor of the merger proposal. In addition, you should read and consider the risks associated with each of the businesses of Hillenbrand and Milacron because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in the Hillenbrand Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and the Milacron Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 180.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on Milacron.

        The completion of the merger is subject to a number of conditions, including, among other things, receipt of the Milacron stockholder approval and receipt of certain regulatory approvals, which make the completion and timing of the completion of the merger uncertain. See the section entitled "The Merger Agreement—Conditions to the Merger," beginning on page 124, for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. Any delay in completing the merger could cause Hillenbrand not to realize some or all of the benefits, or realize them on a different timeline than expected, that Hillenbrand expects to achieve if the merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. Also, subject to limited exceptions, either Hillenbrand or Milacron may terminate the merger agreement if the merger has not been completed by April 7, 2020, subject to extension through July 6, 2020, if all conditions other than certain antitrust-related conditions are or would be satisfied on that date.

        If the merger is not completed, Milacron's ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the merger, Milacron will be subject to a number of risks, including the following:

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        In addition, if the merger is not completed, Milacron could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Milacron to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact Milacron's ongoing business, financial condition, financial results and stock price.

        Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger and could materially and adversely impact Hillenbrand's ongoing business, financial condition, financial results and stock price following the completion of the merger.

The merger agreement contains provisions that limit Milacron's ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Milacron from making a favorable alternative transaction proposal and, in specified circumstances, could require Milacron to pay a substantial termination fee to Hillenbrand.

        The merger agreement contains provisions that make it more difficult for Milacron to be acquired by any person other than Hillenbrand. The merger agreement contains certain provisions that restrict Milacron's ability to, among other things, solicit, seek, initiate or knowingly facilitate, encourage, induce or take any other action (including by way of furnishing information) that would reasonably be expected to lead to, or enter into or participate in any discussions or negotiations with, or furnish any information to any third party for the purpose of knowingly facilitating, encouraging or inducing any third-party acquisition proposal. Further, even if the Milacron Board withdraws or qualifies its recommendation with respect to the approval of the merger proposal, unless the merger agreement is terminated in accordance with its terms, Milacron will still be required to submit the merger proposal to a vote at the special meeting of Milacron stockholders. In addition, following receipt by Milacron of any third-party acquisition proposal that constitutes a "superior proposal," Hillenbrand will have an opportunity to offer to modify the terms of the merger agreement before the Milacron Board may terminate the merger agreement or may withdraw or qualify its recommendation with respect to the merger proposal in favor of such superior proposal, as described further under "The Merger Agreement—Covenants and Agreements—Superior Proposal" beginning on page 119.

        In some circumstances, upon termination of the merger agreement, Milacron would be required to pay a termination fee of $45 million to Hillenbrand. For further discussion, see the sections entitled "The Merger Agreement—Termination;—Effect of Termination;—Termination Fee" beginning on pages 126, 127 and 128, respectively.

        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Milacron or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the merger. In particular, the termination fee, if applicable, would be substantial, and could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Milacron stockholders than it might otherwise have proposed to pay absent such a fee.

        If the merger agreement is terminated and Milacron determines to seek another business combination, Milacron may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

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The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances from several regulatory authorities that may impose conditions that could have an adverse effect on Hillenbrand, Milacron or the combined company or, if not obtained, could prevent completion of the merger.

        Before the merger may be completed, any authorization or consent from a governmental authority required to be obtained with respect to the merger under certain other applicable foreign regulatory laws must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the merger within their relevant jurisdiction, including the impact on the parties' respective customers and suppliers. The terms and conditions of the authorizations and consents that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business or may materially delay the completion of the merger.

        Under the merger agreement, Hillenbrand and Milacron have agreed to cooperate with each other and use their respective reasonable best efforts to obtain such authorizations and consents and Hillenbrand has agreed to take any and all action necessary, including (1) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of Milacron, (2) terminating existing relationships, contractual rights or obligations of Milacron, (3) terminating any venture or other arrangement of Milacron, (4) creating any relationship, contractual rights or obligations of Milacron or (5) effectuating any other change or restructuring of Milacron (and, in each case, to enter into agreements or stipulate to the entry of an order or decree with), in each case, as required by the Federal Trade Commission, the Department of Justice or any other competition authority of any jurisdiction outside of the United States in connection with the merger under applicable antitrust laws. However, Hillenbrand's obligation to take actions required to obtain authorizations and consents under such laws may be conditioned upon consummation of the merger and to ensure that no competition authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent) preliminarily or permanently restraining, enjoining or prohibiting the consummation of the merger or to ensure that no competition authority with the authority to clear, authorize or otherwise approve the consummation of the merger fails to do so by April 7, 2020, subject to extension through July 6, 2020, if all closing conditions other than certain antitrust-related conditions are or would be satisfied on that date. Further, Hillenbrand's obligation to take actions required to obtain authorizations and consents under such laws is subject to limitations, including that Hillenbrand will not be required to sell, dispose of, hold separate, agree to sell or dispose of, terminate, create or effectuate any other change or restructuring (or enter into any agreement or stipulation), or otherwise agree or commit to, or otherwise effect, any other action (A) with respect to any assets, categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements of Milacron that would, individually or in the aggregate, be material to Milacron and its subsidiaries, taken as a whole, or (B) with respect to any of the assets (including the stock of Milacron, after the merger), categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements of Hillenbrand or its affiliates (any of the foregoing actions, individually or together with any other divestiture action, is referred to as a burdensome divestiture condition). For a more detailed description of Hillenbrand's and Milacron's obligations to obtain required regulatory authorizations and approvals, see the section entitled "The Merger Agreement—Covenants and Agreements—Efforts" beginning on page 116.

        In addition, at any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. or foreign antitrust authorities or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to

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enjoin, or seeking to impose conditions on the merger. Hillenbrand and Milacron may not prevail and may incur significant costs in defending or settling any such action. For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals" beginning on page 97.

        There can be no assurance that the conditions to the completion of the merger set forth in the merger agreement relating to applicable regulatory laws will be satisfied.

The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Hillenbrand common stock, and Milacron stockholders may, in certain circumstances, receive stock consideration with a value that, at the time received, is less than the value of the merger consideration at the date of this proxy statement/prospectus or at the date of the special meeting.

        The market value of Hillenbrand common stock will fluctuate during the period before the date of the special meeting and the time Milacron stockholders receive merger consideration in the form of Hillenbrand common stock, as well as thereafter. Accordingly, at the time of the special meeting, Milacron stockholders will not be able to determine the market value of the per share merger consideration they would receive upon completion of the merger.

        Upon completion of the merger, each issued and outstanding share of Milacron common stock (other than excluded shares) will be converted into the right to receive the merger consideration, which is equal to $11.80 in cash, without interest, and 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. Accordingly, the value of Hillenbrand stock delivered to Milacron stockholders will depend on the Hillenbrand stock price, and the value of the shares of Hillenbrand common stock delivered for each such share of Milacron common stock may be greater than, less than or equal to the value of the merger consideration on the date of this proxy statement/prospectus or on the date of the special meeting.

        It is impossible to accurately predict the market price of Hillenbrand common stock at the completion of the merger and, therefore, impossible to accurately predict the value of the shares of Hillenbrand common stock that Milacron stockholders will receive in the merger. The market price for Hillenbrand common stock will fluctuate both prior to completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Hillenbrand's or Milacron's products and services, changes in laws and regulations, other changes in Hillenbrand's and Milacron's respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond Hillenbrand's and Milacron's control. You should obtain current market quotations for shares of Hillenbrand common stock.

Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party's business and operations.

        In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Hillenbrand and/or Milacron has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Hillenbrand or Milacron, as the case may be, as a result of the merger or otherwise, which could negatively affect Hillenbrand's or Milacron's respective revenues, earnings and/or cash flows, as well as the market price of Hillenbrand common stock or Milacron common stock, regardless of whether the merger is completed.

        Under the terms of the merger agreement, Milacron is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend certain contracts, acquire or dispose of assets above a certain threshold, incur certain indebtedness or incur

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certain capital expenditures. Such limitations could adversely affect Milacron's business and operations prior to the completion of the merger.

        Under the terms of the merger agreement, Hillenbrand is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, or pay dividends or distributions in respect of Hillenbrand common stock outside of the ordinary course of business consistent with past practices. Such limitations could adversely affect Hillenbrand's business and operations prior to the completion of the merger.

        Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the section entitled "The Merger Agreement—Covenants and Agreements—Conduct of the Business of Milacron;—Conduct of the Business of Hillenbrand" beginning on pages 111 and 114, respectively.

Completion of the merger will trigger change in control or other provisions in certain agreements to which Milacron is a party, which may have an adverse impact on Hillenbrand's business and results of operations following completion of the merger.

        The completion of the merger will trigger change in control and other provisions in certain agreements to which Milacron is a party. If Hillenbrand or Milacron is unable to negotiate waivers of those provisions, counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or equitable remedies. Even if Hillenbrand and Milacron are able to negotiate consents or waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Milacron or the combined company. Any of the foregoing or similar developments may have an adverse impact on Hillenbrand's business and results of operations following completion of the merger.

Litigation relating to the merger could require Milacron and Hillenbrand to incur significant costs, suffer management distraction or delay the merger.

        Following the announcement of the merger, three putative class action complaints were filed by purported stockholders of Milacron. On October 1, 2019, the first putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Sabatini v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01846, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. On October 14, 2019, the second putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Krieger v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01943, against Milacron and the members of the Milacron board of directors. On October 16, 2019, the third putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the Eastern District of New York, captioned Akerman v. Milacron Holdings Corp., et al., Civil Action No. 1:19-cv-05841, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. The complaints in these three cases allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated under the Exchange Act, by omitting or misrepresenting certain allegedly material information in this proxy statement/prospectus. The complaints seek, among other things, injunctive relief preventing the consummation of the merger, rescissory damages or rescission in the event the merger is consummated and plaintiff's attorneys' and experts' fees.

        The defendants believe the allegations and claims asserted in the complaints are without merit. Additional suits arising out of or relating to the transactions may be filed in the future. If additional

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similar complaints are filed, absent new or different allegations that are material, Milacron and Hillenbrand will not necessarily announce such additional filings.

        The complaints and any additional similar complaints may create uncertainty relating to the merger and may be costly and distracting to management of both companies.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of Hillenbrand following completion of the merger.

        Hillenbrand and Milacron are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Hillenbrand's success after the completion of the merger will depend in part upon the ability of Hillenbrand to retain certain key management personnel and employees of Hillenbrand and Milacron. Prior to completion of the merger, current and prospective employees of Hillenbrand and Milacron may experience uncertainty about their roles within Hillenbrand following the completion of the merger, which may have an adverse effect on the ability of each of Hillenbrand and Milacron to attract or retain key management and other key personnel. In addition, no assurance can be given that Hillenbrand, after the completion of the merger, will be able to attract or retain key management personnel and other key employees to the same extent that Hillenbrand and Milacron have previously been able to attract or retain their own employees.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of Hillenbrand following completion of the merger.

        The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Hillenbrand's actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the proposed transaction. Further, Hillenbrand's actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial data that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this proxy statement/prospectus, that Hillenbrand will be identified as the acquiror under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the merger. In addition, subsequent to the closing date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the unaudited pro forma condensed combined financial information reflected in this document. For further discussion, see "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 138.

Milacron's executive officers and directors have interests in the merger that may be different from, or in addition to, Milacron stockholders' interests.

        When considering the recommendation of the Milacron Board that Milacron stockholders adopt the merger agreement and approve the merger, Milacron stockholders should be aware that directors and executive officers of Milacron have certain interests in the merger that may be different from, or in addition to, the interests of Milacron stockholders. The Milacron Board was aware of these interests and considered them, among other matters, when it unanimously approved the merger agreement and in making its recommendations that the Milacron stockholders approve the merger proposal. Additional

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interests of the directors and executive officers of Milacron include, but are not limited to, the treatment in the merger of stock options, restricted share awards, RSU awards, PSU awards and SARs held by these directors and executive officers, certain severance payments and other benefits that Milacron executive officers are, by reason of their respective employment or severance agreements with Milacron, entitled to receive upon a qualifying termination of employment following the completion of the merger, transaction bonuses to certain executive officers of Milacron that may be paid on the date the merger is completed, certain annual bonus payments and indemnification and insurance for current and former directors and executive officers. See the section entitled "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83 for a more detailed description of these interests. As a result of these interests, these directors and executive officers of Milacron might be more likely to support and to vote in favor of the proposals described in this proxy statement/prospectus than if they did not have these interests. Milacron stockholders should consider whether these interests might have influenced these directors and executive officers to recommend adopting the merger agreement and approving the merger.

Risks Related to the Combined Company After Completion of the Merger

Hillenbrand may be unable to successfully integrate the businesses of Hillenbrand and Milacron and realize the anticipated benefits of the merger.

        The success of the merger will depend, in part, on Hillenbrand's ability to successfully combine and integrate the businesses of Hillenbrand and Milacron, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, from the merger, in a manner that does not materially disrupt existing customer, supplier and employee relations nor result in decreased revenues due to losses of, or decreases in orders by, customers. If Hillenbrand is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of Hillenbrand's common stock may decline.

        The integration of the two companies may result in material challenges, including, without limitation:

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        Many of these factors will be outside of Hillenbrand's and Milacron's control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially affect Hillenbrand's financial position, results of operations and cash flows.

        Due to legal restrictions, Hillenbrand and Milacron are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Milacron stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of Hillenbrand following the merger than they now have on the policies of Milacron.

        Milacron stockholders presently have the right to vote in the election of the Milacron Board and on other matters affecting Milacron. Upon the completion of the merger, except for stockholders who own common shares in both Milacron and Hillenbrand, each Milacron stockholder will be a shareholder of Hillenbrand with a percentage ownership of Hillenbrand that is smaller than such stockholder's current percentage ownership of Milacron. Hillenbrand shareholders will also have a somewhat reduced ownership and voting interest after the merger. Immediately after the merger is completed, it is expected that current Hillenbrand shareholders will own approximately 84% of Hillenbrand's common stock outstanding and current Milacron stockholders will own approximately 16% of Hillenbrand's common stock outstanding, as set forth in the section entitled "Comparative Per Share Market Price and Dividend Information—Comparison of Hillenbrand and Milacron Market Prices and Implied Value of Merger Consideration," and assuming no overlap between Hillenbrand and Milacron stockholders.

        As a result, current Milacron stockholders will have less influence on the management and policies of Hillenbrand than they now have on the management and policies of Milacron.

The Hillenbrand common stock to be received by Milacron stockholders upon completion of the merger will have different rights from shares of Milacron common stock.

        Upon completion of the merger, Milacron stockholders will no longer be stockholders of Milacron, but will instead become shareholders of Hillenbrand and their rights as Hillenbrand shareholders will be governed by the terms of Hillenbrand's articles of incorporation and bylaws and Indiana law. The terms of Hillenbrand's articles of incorporation and bylaws are in some respects materially different than the terms of Milacron's certificate of incorporation and bylaws and Delaware law, which currently govern the rights of Milacron stockholders.

        For a more complete description of the different rights associated with shares of Milacron common stock and shares of Hillenbrand common stock, see "Comparison of Stockholder Rights" beginning on page 160.

The future results of Hillenbrand may be adversely impacted if Hillenbrand does not effectively manage its expanded operations following the completion of the merger or achieve its deleveraging targets.

        Following the completion of the merger, the size of Hillenbrand's business will be significantly larger than the current size of either Milacron's business or Hillenbrand's business. Hillenbrand's ability to successfully manage this expanded business will depend, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of Hillenbrand and Milacron, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that Hillenbrand will be successful in integrating the businesses

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or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

        While Hillenbrand has publicly stated that it will seek to deleverage its business following completion of the merger, there can be no assurances that it will successfully achieve its deleveraging targets within its anticipated timeline or at all. In order to achieve its targeted leverage ratios, Hillenbrand currently plans to curtail material acquisitions and share repurchases, and as a result, may forego opportunities that might otherwise be beneficial to the combined company. Additionally, at any time and from time to time following completion of the merger, Hillenbrand may evaluate or pursue one or more strategic options, including potential sale transactions, for a portion of the assets acquired in the merger. There can be no assurances if or when Hillenbrand would enter into any such transaction or the terms thereof or whether any such transaction would result in Hillenbrand achieving its desired leverage targets. The failure to achieve such deleveraging targets could result in a negative impact to Hillenbrand's credit ratings, impair its ability to raise future indebtedness or otherwise adversely impact its operating or financial condition or performance.

Hillenbrand expects to incur substantial expenses related to the completion of the merger and the integration of its business and Milacron.

        Hillenbrand will incur substantial expenses in connection with the completion of the merger and in order to integrate a large number of processes, policies, procedures, operations, technologies and systems of Milacron in connection with the merger. The substantial majority of these costs will be non-recurring expenses related to the merger (including financing of the merger) and facilities and systems consolidation costs. Hillenbrand may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Hillenbrand and Milacron will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings Hillenbrand expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond Hillenbrand's control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

After the completion of the merger, Hillenbrand will be more leveraged than it is currently and the financing arrangements that Hillenbrand will enter into may, under certain circumstances, contain restrictions and limitations that could impact its ability to operate its business.

        In connection with the merger, Hillenbrand intends to seek approximately $1.1 billion in additional indebtedness and borrow approximately $638.1 million under Hillenbrand's revolving credit facility. Hillenbrand currently intends to pay off Milacron's existing term loan facility totaling approximately $833 million as of June 30, 2019. After the completion of the merger, Hillenbrand estimates that it will have consolidated indebtedness of approximately $2.0 billion. The increased indebtedness of Hillenbrand after the completion of the merger may have the effect, among other things, of reducing the flexibility of Hillenbrand to respond to changing business and economic conditions, requiring Hillenbrand to use increased amounts of cash flow to service indebtedness and increasing Hillenbrand's borrowing costs.

        Hillenbrand also expects that the agreements governing the indebtedness that it will incur will contain covenants that may, under certain circumstances, place limitations on certain actions that Hillenbrand could seek to undertake. Various risks, uncertainties and events beyond Hillenbrand's control could affect its ability to comply with the covenants contained in its debt agreements. Failure to

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comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the indebtedness under these agreements. In addition, the limitations imposed by financing agreements on Hillenbrand's ability to incur additional indebtedness and to take other actions might impair its ability to obtain other financing on terms acceptable to Hillenbrand.

The market price of Hillenbrand's common stock after the merger is completed may be affected by factors different from those affecting the price of Hillenbrand or Milacron common stock before the merger is completed.

        Upon completion of the merger, holders of Milacron common stock will be holders of common stock of Hillenbrand. As the businesses of Hillenbrand and Milacron are different, considering that Hillenbrand segments operate in death care and other industries, whereas Milacron does not, the results of operations as well as the price of Hillenbrand's common stock may, in the future, be affected by factors different from those factors affecting Milacron as an independent stand-alone company. Hillenbrand will face additional risks and uncertainties that Milacron may currently not be exposed to as an independent company. As a result, the market price of Hillenbrand's shares may fluctuate significantly following completion of the merger and holders of Milacron common stock could lose the value of their investment in Hillenbrand common stock. For a discussion of the businesses of Hillenbrand and Milacron and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page 180.

The market price of Hillenbrand's common stock may decline as a result of the merger, including as a result of some Milacron stockholders adjusting their portfolios.

        The market price of Hillenbrand's common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of Hillenbrand's and Milacron's businesses are not realized, or if the transaction costs related to the merger are greater than expected, or if the financing related to the merger is on unfavorable terms. The market price also may decline if Hillenbrand does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Hillenbrand's financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

        In addition, sales of Hillenbrand common stock after the completion of the merger may cause the market price of Hillenbrand common stock to decrease. Many Milacron stockholders may decide not to hold the shares of Hillenbrand common stock they will receive in the merger. Other Milacron stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Hillenbrand common stock that they receive in the merger. Such sales of Hillenbrand common stock could have the effect of depressing the market price for Hillenbrand common stock and may take place promptly following the merger.

        Any of these events may make it more difficult for Hillenbrand to sell equity or equity-related securities, dilute your ownership interest in Hillenbrand and have an adverse impact on the price of Hillenbrand common stock.

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The Hillenbrand articles of incorporation provide that the circuit or superior courts of Marion County, Indiana, or the United States District Courts of Indiana, shall be the exclusive forum for certain disputes between Hillenbrand and its shareholders, which could limit shareholders' ability to obtain a favorable judicial forum for disputes with Hillenbrand. If this exclusive forum provision is found to be inapplicable or unenforceable, Hillenbrand may not achieve the intended benefits of such provision.

        The Hillenbrand articles of incorporation provide that, unless Hillenbrand consents to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action; (ii) any action asserting a claim for breach of a fiduciary duty owed to Hillenbrand or any of the constituents identified in IBCL 23-1-35-1(d) (shareholders, employees, suppliers, customers and communities in which offices or other facilities of the corporation are located); (iii) any action asserting a claim arising under: (A) any provision of the IBCL or (B) Hillenbrand's articles of incorporation or bylaws; or (iv) any action otherwise relating to the internal affairs of Hillenbrand shall be the circuit or superior courts of Marion County, Indiana, or the United States District Courts of Indiana.

        This forum selection provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable or cost-efficient for disputes with Hillenbrand or any director, officer, employee or agent of Hillenbrand, which may discourage such lawsuits, or increase the costs to a shareholder of bringing such lawsuits, against Hillenbrand and such persons.

        The enforceability of forum selection provisions in other companies' articles of incorporation, bylaws or similar governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in Hillenbrand's articles of incorporation to be inapplicable or unenforceable in such action. If a court were to find this forum selection provision inapplicable or unenforceable, Hillenbrand may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely impact Hillenbrand's operating or financial condition or performance.

        See the section titled "Comparison of Stockholder Rights—Forum Selection Provision" beginning on page 172 for more information on this forum selection provision.

Other Risk Factors

        Hillenbrand's and Milacron's businesses are and will be subject to the risks described above. In addition, Hillenbrand and Milacron are, and will continue to be, subject to the risks described in, as applicable, the Hillenbrand annual report on Form 10-K for the fiscal year ended September 30, 2018, and the Milacron annual report on Form 10-K for the fiscal year ended December 31, 2018, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 180 for the location of information incorporated by reference into this proxy statement/prospectus.

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THE PARTIES TO THE MERGER

Hillenbrand

        Hillenbrand is a global diversified industrial company with multiple leading brands that serve a wide variety of industries around the world. Hillenbrand's portfolio is composed of two business segments: the Process Equipment Group and Batesville®. The Process Equipment Group businesses design, develop, manufacture, and service highly engineered industrial equipment around the world. Batesville is a recognized leader in the death care industry in North America.

        Between 2010 and 2014, Hillenbrand completed three major acquisitions of companies that formed the foundation of its Process Equipment Group: K-Tron in April 2010, Rotex Global, LLC in August 2011, and Coperion in December 2012. TerraSource Global, also part of Hillenbrand's Process Equipment Group, was organized in July 2012 from three brands, Gundlach Equipment Corporation, Jeffrey Rader Corporation, and Pennsylvania Crusher Corporation, each acquired as part of the K-Tron acquisition. The remaining K-Tron brands merged with Coperion during 2013.

        On October 2, 2015, Hillenbrand acquired Abel. Additionally, on February 1, 2016, Hillenbrand acquired Red Valve. Both Abel and Red Valve are included in Hillenbrand's Process Equipment Group segment.

        The Process Equipment Group is a leading global provider of compounding, extrusion, and material handling; size reduction; screening and separating; and flow control products and services for a wide variety of manufacturing and other industrial processes. The Process Equipment Group designs, engineers, manufactures, markets, and services differentiated process and material handling equipment and systems for a wide variety of industries, including plastics, food and pharmaceuticals, chemicals, fertilizers, minerals and mining, energy, water and wastewater treatment, forest products, and other general industrials. The Process Equipment Group uses its strong applications and process engineering expertise to solve problems for customers. Its highly engineered capital equipment and systems offerings require after-market service and/or parts replacement, providing an opportunity for ongoing revenue at attractive margins.

        Batesville is a leader in the death care industry in North America through the manufacture and sale of funeral service products, including burial caskets, cremation caskets, containers and urns, other personalization and memorialization products, and web-based technology applications. As the needs of funeral professionals and consumers have evolved, Batesville has expanded its offerings with innovative products, value-added services, and digital tools to help funeral directors assist families in creating meaningful services. Today, Batesville provides solutions under three primary platforms: (1) Burial Solutions, which accounts for the majority of Batesville's revenue, (2) Cremation Options®, and (3) Technology Solutions.

        For 2018, Hillenbrand's Process Equipment Group sales were approximately 69% of its consolidated sales, and its Batesville sales were approximately 31% of its consolidated sales.

        Hillenbrand's principal executive offices are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500. Hillenbrand's website address is www.hillenbrand.com. Information contained on Hillenbrand's website does not constitute part of this proxy statement/prospectus. Hillenbrand's stock is publicly traded on the NYSE, under the ticker symbol "HI." Additional information about Hillenbrand is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

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Milacron

        Milacron is a leader in the manufacture, distribution and service of highly engineered and customized systems within the plastic technology and processing industry. It is a global company with a full-line product portfolio that includes hot runner systems, injection molding and extrusion equipment. It maintains positions across these products, as well as leading positions in process control systems, mold bases and components, maintenance, repair and operating supplies and fluid technology.

        Milacron has brand recognition with products sold in over 100 countries across six continents, and its established and market driven global footprint is well-positioned to benefit from continued robust industry growth in both developed and emerging markets. Its sales are geographically diversified with 49% in North America, 19% in Europe, 13% in China, 11% in India and 8% in the rest of the world for the year ended December 31, 2018. Its breadth of products, long history, and global reach have resulted in a large installed base of plastic processing machines and hot runner systems.

        Milacron's APPT segment designs, manufactures and sells plastic processing equipment and systems, which include injection molding, extrusion and auxiliary systems along with the related parts and service. Milacron's APPT segment has a diverse set of customers, including companies who serve in the consumer goods, packaging, electronics, medical, automotive and construction end markets.

        Milacron's MDCS segment designs, manufactures and sells highly-engineered, technically advanced hot runner and process control systems, mold bases and components, and sells MRO supplies for plastic processing operations. Hot runner systems are designed for each product a customer manufactures on an injection molding machine.

        Milacron's Fluid Technologies segment is a global manufacturer of products that are used in a variety of metalworking processes such as cutting, grinding, stamping and forming and high speed machining. The technology is used in diverse global end markets such as aerospace, medical, automotive, industrial components and machinery, bearings, munitions, packaging, job shops, and glass and mirror production.

        Milacron is headquartered in Cincinnati, Ohio and has approximately 5,469 employees worldwide. Principal manufacturing facilities are located in the United States, Canada, China, Germany, the Czech Republic and India. Milacron's executive offices are located at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, and its telephone number is (513) 487-5000. Milacron's website address is https://www.milacron.com. Information contained on Milacron's website does not constitute part of this proxy statement/prospectus. Milacron's stock is publicly traded on the NYSE, under the ticker symbol "MCRN." Additional information about Milacron is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

Bengal Delaware Holding Corporation

        Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, is a Delaware corporation incorporated on July 10, 2019 for the purpose of effecting the merger. Bengal Delaware Holding Corporation has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Bengal Delaware Holding Corporation are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500.

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THE MERGER

        The following is a discussion of the merger between Hillenbrand and Milacron. The description of the merger agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Hillenbrand or Milacron. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Hillenbrand and Milacron make with the SEC that are incorporated by reference into this document, as described in the section entitled "Where You Can Find More Information" beginning on page 180.

Background of the Merger

        As part of Milacron's ongoing consideration and evaluation of its long-term strategic goals and plans, the Milacron Board and Milacron's senior management periodically review, consider and assess its operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other items, considering potential opportunities for business combinations, acquisitions and other financial and strategic alternatives and engaging in preliminary discussions with various parties regarding potential business transactions.

        In November 2017, Milacron received an unsolicited inbound non-binding inquiry from a strategic bidder who is located outside the United States, or Strategic Party 1. Strategic Party 1 indicated an interest in a potential business combination with Milacron, although Strategic Party 1 did not propose any price or other terms. Milacron responded to Strategic Party 1, seeking more specificity concerning Strategic Party 1's proposal; however, no further specificity was ever received. The Milacron Board met on November 8, 2017 shortly after receipt of the inbound inquiry from Strategic Party 1, together with representatives of Milacron's outside counsel, Ropes & Gray LLP, or Ropes. At that board meeting, the Milacron Board discussed this inbound inquiry, the lack of any specific price or other terms and the likely material issues with the nature of Strategic Party 1, including assurances regarding financial capability and regulatory clearance matters. Representatives of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including its fiduciary duties in the business combination context. Strategic Party 1 never proceeded to negotiate any confidentiality agreement with Milacron, and discussions did not proceed.

        In early 2018, representatives of a strategic bidder, or Strategic Party 2, contacted representatives of Milacron regarding their potential interest in a transaction involving Milacron. In February 2018, representatives of Strategic Party 2 met with representatives of Milacron, and Milacron's representatives provided publicly available information regarding Milacron to Strategic Party 2 at such meetings. On May 14, 2018, Thomas Goeke, the Chief Executive Officer of Milacron, received an unsolicited inbound non-binding proposal from Strategic Party 2 and thereafter, Mr. Goeke received a telephone call from the Chief Executive Officer of Strategic Party 2 to discuss the Strategic Party 2 proposal. Strategic Party 2 proposed to acquire Milacron in a cash and stock merger (with cash comprising 75% and stock comprising 25%), at consideration of $22 per share. As of May 14, 2018, the closing price of Milacron's common stock was $19.67 per share. Mr. Goeke promptly notified the Milacron Board of the proposal.

        On May 17, 2018, the Milacron Board held a telephonic meeting to discuss the May 14 proposal from Strategic Party 2, with members of Milacron's management and representatives of Ropes present. At the invitation of the Milacron Board, representatives of Barclays, attended a portion of the meeting. At this meeting, the Milacron Board discussed the May 14 proposal from Strategic Party 2, and Milacron's proposed response thereto. Also at this meeting, prior to when representatives of Barclays

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joined the meeting, the Milacron Board discussed the possibility of engaging Barclays as the financial advisor to Milacron in connection with its consideration of the May 14 proposal from Strategic Party 2 as well as potentially other strategic alternatives.

        On May 21, 2018, the Milacron Board held a telephonic meeting to, among other things, further discuss the proposal from Strategic Party 2, with members of Milacron's management and representatives of Ropes and Barclays present. Mr. Goeke briefed the Milacron Board on the proposal of Strategic Party 2, as well as his phone call with the Chief Executive Officer of Strategic Party 2 in respect of its proposal. At the request of the Milacron Board, Barclays provided the Milacron Board with its initial analysis of the financial aspects of Strategic Party 2's proposal. Also at the request of the Milacron Board, representatives of Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. After extensive discussion, the Milacron Board instructed Mr. Goeke, with the assistance of Barclays, to contact Strategic Party 2's Chief Executive Officer to engage in further discussions regarding a potential transaction. The Milacron Board also determined that, given Barclays' expertise in merger and acquisition transactions and its knowledge of Milacron and that Barclays was independent with respect to Milacron and with respect to Strategic Party 2, it would be appropriate for Milacron to retain Barclays as its financial advisor in connection with this potential transaction. The Milacron Board also instructed the General Counsel of Milacron and representatives of Ropes to negotiate a customary confidentiality agreement with Strategic Party 2.

        During the evening of May 21, 2018, Mr. Goeke spoke by telephone with the Chief Executive Officer of Strategic Party 2 to communicate the decision of the Milacron Board. During this call, the Chief Executive Officer of Strategic Party 2 stated that Strategic Party 2 was having second thoughts about the transaction it had proposed and that Strategic Party 2 was no longer willing to proceed with the transaction outlined in its May 14, 2018 proposal letter. The Chief Executive Officer of Strategic Party 2 concluded the phone call by saying that Strategic Party 2 might be interested in an acquisition of only the Mold-Masters business unit of Milacron but, at this time, Strategic Party 2 was no longer interested in proceeding with future discussions relating to the acquisition of Milacron. Mr. Goeke promptly briefed the Milacron Board on the outcome of this telephone call with the Chief Executive Officer of Strategic Party 2. No confidentiality agreement was ever entered into by Milacron with Strategic Party 2, and no further discussions occurred with Strategic Party 2 during 2018.

        During the summer of 2018, the trade tension between the United States and China escalated. The trade tension affected Milacron's businesses in China and, as a result, Milacron experienced financial and operational challenges similar to other industrial companies with operations in China.

        During the fall of 2018, a representative of J.P. Morgan Securities LLC, or J.P. Morgan, emailed Mr. Goeke, and offered to introduce Mr. Goeke to Joe Raver, Chief Executive Officer of Hillenbrand.

        On October 31, 2018, Mr. Goeke and Mr. Raver met in Cincinnati, Ohio for an introductory meeting. Mr. Goeke and Mr. Raver did not discuss a potential transaction between Hillenbrand and Milacron.

        On November 5, 2018, Mr. Goeke met with Mr. Raver and introduced him to members of Milacron's management, including Bruce Chalmers, Chief Financial Officer, and Giovanni Spitale, President, Customer Service & Support. Representatives of Milacron and Mr. Raver did not discuss a potential transaction at this meeting.

        In the days following the meeting on November 5, 2018, Mr. Raver contacted Mr. Goeke and suggested an in-person meeting, which was scheduled for December 4, 2018.

        On November 29, 2018, in anticipation of the upcoming meeting between Mr. Raver and Mr. Goeke, Milacron and Hillenbrand executed a confidentiality agreement to permit the disclosure of

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non-public information between the parties, which confidentiality agreement did not contain a "standstill" provision for the benefit of Milacron.

        On December 4, 2018, Mr. Goeke and Mr. Raver, together with other representatives of Hillenbrand and Milacron, met at Milacron's offices in Cincinnati. At this meeting, Mr. Raver first indicated that Hillenbrand was potentially interested in a proposed business combination with Milacron. At this time, Hillenbrand did not propose a particular price per share, or any particular mix of cash and stock consideration. Mr. Goeke promptly informed the Milacron Board and briefed it on the verbal inbound inquiry by Hillenbrand at this meeting.

        On or about December 13, 2018, Mr. Raver called Mr. Goeke to discuss the process moving forward.

        On December 16, 2018, a member of Hillenbrand's management team sent a series of questions regarding Milacron to Mr. Chalmers for discussion on a call that was held on December 17, 2018 and attended by representatives of Milacron and Hillenbrand. Representatives of Milacron provided publicly available information regarding Milacron to Hillenbrand in response to such questions.

        In early-December 2018, Milacron received an unsolicited in-bound non-binding joint proposal, or the Joint Proposal, by telephone from a private equity sponsor, or Financial Party 1, and a strategic bidder, or Strategic Party 3, to acquire Milacron and a request by Financial Party 1 and Strategic Party 3 to meet with Milacron to discuss the Joint Proposal. This Joint Proposal contemplated that Strategic Party 3 would acquire Milacron, and following the consummation of that acquisition, Strategic Party 3 would sell a portion of Milacron's business to Financial Party 1. No price per share was proposed in this Joint Proposal. The Milacron Board was briefed on this Joint Proposal promptly after it was received. In mid-December 2018, representatives of Financial Party 1 and Strategic Party 3 met with members of Milacron's management regarding the Joint Proposal. Following such meeting, Strategic Party 3 indicated that it would not submit an update to the Joint Proposal in 2018.

        On February 5, 2019, the Milacron Board held a regularly-scheduled meeting. Among other things, the Milacron Board discussed Milacron's strategic alternatives, including consideration of a potential divestiture of Milacron's APPT business segment. Also at this meeting, the Milacron Board formed an ad hoc committee composed of outside directors James Gentilcore, Waters Davis and Greg Gluchowski, or, collectively, the Strategic Alternatives Committee, for the sole purpose of assisting the Milacron Board with its consideration of strategic alternatives available to Milacron.

        On February 14, 2019, Mr. Raver telephoned Mr. Goeke to inform him that Hillenbrand would be submitting a proposal for a business combination with Milacron. Mr. Goeke said he would bring any such proposal to the Milacron Board.

        On February 15, 2019, Mr. Raver sent a written non-binding proposal to Mr. Goeke, or the Hillenbrand February 15 Proposal. The Hillenbrand February 15 Proposal contemplated that Hillenbrand would acquire Milacron through a cash and stock merger (with cash comprising 25% of the consideration, and Hillenbrand stock comprising 75% of the consideration), for a per share consideration value of $18 per share. The transaction contemplated by the Hillenbrand February 15 Proposal would have required the approval of Hillenbrand's shareholders in order for Hillenbrand to issue the stock portion of the merger consideration. Mr. Goeke promptly informed the Milacron Board of the Hillenbrand February 15 Proposal.

        On February 19, 2019, the Milacron Board held a telephonic meeting to discuss Milacron's strategic alternatives, including the Hillenbrand February 15 Proposal and prior proposals and interest of third parties, including the Joint Proposal from Financial Party 1 and Strategic Party 3. At this meeting, the Milacron Board considered, among other things, a potential sale of other businesses of Milacron. Representatives of Barclays and Ropes were present at this meeting of the Milacron Board. Barclays delivered its preliminary financial analysis of the proposals received by Milacron, and reviewed

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for the Milacron Board various alternative paths forward, including without limitation, negotiating with one party, negotiating with more than one party, and commencing a market check or process to canvass the market and assess what other interest in Milacron, as a whole, or Milacron's businesses, individually, may exist among other financial bidders and strategic bidders. Representatives of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including without limitation fiduciary duties in the business combination setting. The Milacron Board weighed its alternatives, including proceeding with one party, proceeding with more than one party, and/or commencing a broad canvass of the market. The Milacron Board also discussed various aspects of the Hillenbrand February 15 Proposal, including its interest in Hillenbrand increasing the cash portion of the offered merger consideration to avoid a Hillenbrand shareholder vote on any potential transaction. The Milacron Board also discussed various aspects of the Joint Proposal, including the need for certainty that any Joint Proposal would not be cross-conditioned on any subsequent transaction between Financial Party 1 and Strategic Party 3. The Milacron Board also discussed a potential sale of other businesses of Milacron and the intended use of any proceeds therefrom being used to pay down Milacron's debt. At this meeting, the Milacron Board instructed Barclays to contact additional third parties to gauge their interest in a potential transaction involving Milacron or its businesses. The Milacron Board did not make any determination at this meeting to pursue any one strategic course of action, and decided to further consider its alternatives.

        Following the February 19, 2019 meeting of the Milacron Board, Milacron, at the instruction of the Milacron Board and with the assistance of Barclays, developed a plan to commence a process to canvass the market and contact numerous potential financial and strategic bidders to assess their interest in an acquisition of Milacron or its businesses.

        On February 22, 2019, the ad hoc Strategic Alternatives Committee met telephonically with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays present, to further discuss, among other things, the alternatives discussed at the February 19, 2019 meeting.

        Promptly thereafter, Barclays, acting at the instruction of the Milacron Board, contacted the additional four strategic parties, Strategic Party 2, Strategic Party 3, eight additional financial parties, and Financial Party 1.

        On March 1, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Barclays and Ropes present. At this meeting, the Strategic Alternatives Committee reported to the Milacron Board regarding its discussions on February 22, 2019 and its views on various strategic alternatives that might be available to Milacron. The Milacron Board considered the strategic transactions available to Milacron, including, among other things, whether to negotiate the sale of Milacron with one party, whether to negotiate the sale of Milacron with more than one party, whether to continue to conduct a broad market canvass, and whether to pursue a potential sale of one or more of Milacron's business units. A representative of Ropes provided advice from a legal perspective on each of the approaches and reviewed with the Milacron Board its fiduciary duties, including in the business combination context. Representatives of Barclays summarized the Hillenbrand February 15 Proposal and provided an overview of Hillenbrand and its businesses and the Milacron Board discussed its proposed response to the Hillenbrand February 15 Proposal. In addition, representatives of Barclays discussed six additional strategic parties and nine additional financial parties who may have been interested in considering a transaction involving Milacron, which additional parties included Strategic Party 2, Strategic Party 3 and Financial Party 1. The Milacron Board considered contacting Strategic Party 1, but decided not to do so because the Milacron Board and Barclays did not believe that Strategic Party 1 would be able to demonstrate the requisite financial capability for a transaction, and the Milacron Board believed that any transaction with Strategic Party 1 carried significant risk as to whether it would receive the requisite regulatory approvals for consummation. The Milacron Board also considered the potential effects of embarking on

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a market canvass instead of negotiating with one or two parties, including the risk of losing the existing proposals and the risk of market leaks. However, the Milacron Board also considered that negotiating with one or two parties now, and forgoing a market canvass, might not yield the best possible outcome for Milacron stockholders. After carefully weighing the benefits and detriments of all of the alternatives available to Milacron, and requesting and considering Barclays' analyses and the input of Barclays, Ropes, and Milacron's management, the Milacron Board instructed Barclays to conduct a canvassing of the market to ascertain potential and realistic bidders for Milacron and to respond to Hillenbrand, on behalf of Milacron, that Milacron would be willing to provide additional information to Hillenbrand to support Hillenbrand increasing the price per share in its proposal. The Milacron Board also instructed management to have Milacron enter into appropriate confidentiality agreements with the various potential parties contacted prior to the disclosure of any confidential information. Also at this meeting, the Milacron Board and members of Milacron's management discussed Milacron's five-year strategic plan. The Milacron Board also discussed and considered the conflicts disclosure provided by Barclays and concluded that there was no material or other disabling conflict in connection with Barclays's engagement as financial advisor to Milacron. Shortly thereafter, a representative of Barclays, at the direction of the Milacron Board, spoke with a representative of Hillenbrand to communicate that Milacron was willing to proceed with reciprocal management presentations following execution of a mutually acceptable confidentiality agreement that contained a "standstill" provision for the benefit of Milacron.

        On March 3, 2019, a representative of Financial Party 1 contacted Mr. Goeke by telephone to notify him of its forthcoming written proposal and that the proposal would not be a joint proposal with Strategic Party 3. Thereafter on March 3, 2019, Financial Party 1 submitted a non-binding proposal to acquire Milacron for cash consideration of $18 per share. It was also clear from this proposal that Financial Party 1 was no longer working with Strategic Party 3.

        Also on March 3, 2019, Strategic Party 3 submitted a written non-binding proposal to acquire Milacron's MDCS segment by way of a carve-out transaction at an enterprise value of $1.60 billion in cash.

        On March 6 and 14, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 4, to assess its interest in a transaction with Milacron. Strategic Party 4 said it was not interested in pursuing a transaction with Milacron.

        Also on March 6, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 3, to assess its interest in a transaction with Milacron. On March 14, 2019, Financial Party 3 indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 6, 2019, at Milacron's request, Barclays spoke with a financial bidder, Financial Party 2, to assess its interest in a transaction with Milacron. On March 21, 2019, Financial Party 2 indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 7, 2019, at Milacron's request, Barclays spoke with a financial bidder, Financial Party 4, to assess its interest in a transaction with Milacron. Financial Party 4 indicated during the week of March 18, 2019 that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 7, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 5, to assess its interest in a transaction with Milacron. Financial Party 5 later indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

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        On March 8, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present. At this meeting, Barclays presented a summary of the current status of the market canvassing and detailed the proposals made by Hillenbrand, Strategic Party 3 and Financial Party 1. At the request of the Milacron Board, Barclays reviewed various financial analyses prepared by Barclays, including a sum of the parts analysis. The Milacron Board reviewed again with management Milacron's five-year stand-alone plan, as an additional data point. The Milacron Board discussed the various proposals, and noted a concern that Strategic Party 3's proposal for a carve-out transaction contemplated leaving a stub portion of Milacron as the publicly traded enterprise and therefore may not be in the best interest of Milacron stockholders. The Milacron Board also further considered the potential sale of other businesses of Milacron. Also at this meeting, Barclays identified two additional financial parties that may have been interested in considering a potential acquisition of Milacron, and the Milacron Board instructed Barclays to contact the two additional financial parties.

        On March 8, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 7, to assess its interest in a transaction with Milacron. On March 14, 2019, Financial Party 7 indicated that it might have interest in a potential transaction with Milacron but was unwilling to pay a substantial premium.

        On March 8, 2019 and March 19, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 5, to assess its interest in a transaction with Milacron. Strategic Party 5 said it would consider a potential transaction with Milacron and would revert during the week of March 25, 2019. Strategic Party 5 never reverted to Barclays nor did it provide any written indication of interest.

        On March 11, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 6, to assess its interest in a transaction with Milacron. Strategic Party 6 said it was not interested pursuing a transaction with Milacron.

        Also on March 11, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 8, to assess its interest in transaction with Milacron. Financial Party 8 provided a preliminary value indication "in the high teens."

        Also during the week of March 11, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 6, to assess its interest in a transaction with Milacron. Financial Party 6 suggested it might have interest in a transaction, and said it would revert during the week of March 25, 2019.

        On March 13, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 7, to assess its interest in a transaction with Milacron. Strategic Party 7 said it had interest in a potential transaction with Milacron and would revert to Barclays after it discussed the potential transaction internally. Strategic Party 7 never reverted to Barclays nor did it provide any written indication of interest.

        On March 14, 2019, representatives of Barclays spoke with representatives of Financial Party 3. Financial Party 3 indicated that it was interested in a potential transaction with Milacron but that it was unlikely to be able to submit a proposal to acquire Milacron at a premium above $15-16 per share of Milacron common stock. Financial Party 3 never provided any written indication of interest to acquire Milacron.

        On March 15, 2019, at Milacron's request, Barclays spoke with a representative of Strategic Party 2 to assess Strategic Party 2's interest in a transaction with Milacron. Strategic Party 2 stated verbally that it might have interest in a potential transaction with Milacron following completion of Milacron's market canvassing, but that it was not interested in transacting with Milacron at this time. Strategic Party 2 also indicated that it might have interest in the Mold-Masters business unit at a valuation of $1.5 billion, but that Strategic Party 2 was unwilling to take a lead role. No written indication of

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interest was received from Strategic Party 2, and Strategic Party 2 declined to enter into a confidentiality agreement with Milacron.

        On March 15, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided an update as to the market canvass outreach. The Milacron Board instructed Barclays to schedule due diligence sessions and management sessions with potentially interested parties, including Hillenbrand, Strategic Party 3 and Financial Party 1. Representatives of Ropes also reviewed with the Milacron Board at this time its fiduciary duties under Delaware law, including in the business combination context.

        On March 20, 2019, Milacron and Barclays executed an engagement letter in respect of Barclays' engagement as financial advisor to Milacron.

        On March 22, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 11, to assess its interest in a transaction with Milacron. Financial Party 11 said it was not able to pursue a transaction with Milacron.

        Also on March 22, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 12, to assess its interest in a transaction with Milacron. Financial Party 12 expressed an interest in a potential transaction with Milacron and said it would revert to Barclays after it discussed the potential transaction internally.

        Also on March 22, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes, Barclays and Sard Verbinnen & Co. present for all or a portion of the meeting. Barclays presented a review of the progress of its market canvass, and the progress that each remaining potential bidder had made at that time in its diligence, and Barclays also provided the feedback received from each bidder to date (as noted above from March 6 through March 21, 2019). A representative of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. The Milacron Board continued its discussion on whether to pursue a sale of other businesses of Milacron and use the resulting cash proceeds to pay down Milacron's debt, as opposed to pursuing a business combination involving the entire company, and which alternative would present a more desirable outcome for Milacron stockholders. The Milacron Board determined to continue its evaluation of Milacron's strategic alternatives, and directed Barclays and Ropes to proceed with regard to all alternatives available to Milacron with a view toward determining which alternative would yield the best possible outcome for Milacron stockholders.

        Also on March 22, 2019, Milacron entered into a confidentiality agreement with Hillenbrand, which agreement superseded and replaced the November 29, 2018 confidentiality agreement. The confidentiality agreement contained a "standstill" provision for the benefit of Milacron which would automatically terminate if and at such time, if ever, as Milacron were to enter into a definitive agreement to sell more than 50% of Milacron's assets or equity, whether by merger or otherwise.

        On March 25, 2019, Financial Party 1 entered into a confidentiality agreement with Milacron, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On March 29, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present in order to receive an update regarding the market canvassing to date and upcoming management presentations with potentially interested parties. The Milacron Board also considered, among other things, Milacron's five-year stand-alone plan.

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        Between April 1 and April 17, 2019, representatives of Milacron held meetings with each of Financial Party 1, Hillenbrand, Financial Party 8, Financial Party 6, Financial Party 9 (defined below) and Financial Party 10 (defined below) at which meetings Milacron's management presented an overview of various aspects of Milacron's business in order to facilitate each such party's due diligence efforts.

        Also in April 2019, a number of potential acquirers performed due diligence on Milacron in coordination with Milacron's management and its advisors.

        During the week of April 1, 2019, representatives of Financial Party 12 contacted representatives of Barclays to indicate that it would not be submitting a proposal to acquire Milacron.

        On April 2 and April 3, 2019, representatives of Milacron's and Hillenbrand's respective management teams met in New York, and each management team presented an overview of various aspects of their respective business in order to facilitate their respective due diligence efforts and better understand potential synergies in connection with a potential transaction. Follow-up diligence sessions involving Milacron and Hillenbrand management occurred telephonically during the weeks of April 1 and April 8.

        On April 2, 2019, Milacron received a joint non-binding indication of interest from Strategic Party 3 and a financial bidder, or Financial Party 9, in which Strategic Party 3 and Financial Party 9 jointly expressed an interest in acquiring Milacron in an all-cash transaction valued at approximately $18.50-20.00 per share of Milacron common stock.

        On April 3, 2019, Milacron entered into a confidentiality agreement with Financial Party 8 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 4, 2019, the ad hoc Strategic Alternatives Committee met telephonically with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided an update on recent discussions with Hillenbrand and Financial Party 1 and discussed the joint indication of interest from Strategic Party 3 and Financial Party 9.

        On April 4, 2019, Milacron entered into a confidentiality agreement with Financial Party 6 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 8, 2019, Milacron entered into confidentiality agreements with each of Strategic Party 3 and Financial Party 9, in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 12, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided the Milacron Board with an update on the recent management presentations and discussions with potential acquirers (including background information on such acquirers), discussed the potential sale of other businesses of Milacron and reviewed other potential strategic and financial parties that Milacron could consider contacting as part of the market canvassing. Also at this meeting, a representative of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Following extensive discussions, the Milacron Board authorized management and Barclays to continue discussions regarding the potential sale of other businesses of Milacron as well as a potential transaction with each of Hillenbrand, Financial Party 1, Strategic Party 3 and Financial Party 9 and in connection therewith, request revised proposals from each of the parties on or about May 8, 2019, and instructed management and Barclays to contact the other remaining potential parties to assess what interest, if any, those parties had in Milacron.

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        In mid-April 2019, members of Hillenbrand's management, including Mr. Raver, Kristina Cerniglia, the Chief Financial Officer of Hillenbrand, Kim Ryan, President of Hillenbrand's Coperion business, and Jim Hooven, Vice President, Hillenbrand Operating Model, visited a Milacron facility in China and two Milacron facilities in India, accompanied by members of Milacron's management, including Ling An-Heid, President, Mold-Masters, and Mr. Spitale.

        On April 18, 2019, Milacron entered into a side letter to the non-disclosure agreement with Financial Party 6 in order to permit Financial Party 6 to contact financing sources.

        On April 23, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays present for a portion of that meeting. Barclays provided an update to the Milacron Board on the market canvassing undertaken to date, the status of the discussions with each of the potentially interested parties and summarized the expected process over the next several weeks.

        On April 26, 2019, at Milacron's request, Barclays distributed a process letter in connection with the market canvassing.

        On April 30, 2019, a representative of Barclays and a representative of Strategic Party 3 spoke by telephone. On this call, a representative of Strategic Party 3 indicated that it would not be submitting a revised proposal to acquire Milacron.

        Also in late April and early May, at Milacron's request, representatives of Barclays had one or more conversations with representatives of Financial Party 9 during which Financial Party 9 indicated that it was not able to further consider a potential acquisition of Milacron without Strategic Party 3. Financial Party 9 expressed a continued interest in potentially acquiring the APPT segment of Milacron, but indicated that it was no longer interested in proceeding with future discussions relating to the acquisition of Milacron.

        On May 6, 2019, a representative of Barclays was contacted by a representative of Financial Party 1 who indicated that Financial Party 1 would not be submitting a revised proposal to acquire Milacron.

        On May 8, 2019, Hillenbrand submitted an improved written non-binding proposal to Milacron, which contemplated a cash and stock merger pursuant to which Milacron stockholders would receive value of $18 per share of Milacron common stock, but contemplated a 50% cash and 50% Hillenbrand stock mix, which required the approval of Hillenbrand's shareholders to issue the stock portion of the merger consideration, or the Hillenbrand May 8 Proposal. The Hillenbrand May 8 Proposal also contained a request for Milacron and Hillenbrand to enter into a period of exclusive discussions.

        On May 8, 2019, Financial Party 6 contacted Barclays and verbally proposed a transaction whereby Financial Party 6 would acquire Milacron for between $16-17 per share in cash. Financial Party 6 did not follow up with a written proposal.

        Also on May 8, 2019, a financial bidder, or Financial Party 10, contacted Barclays to indicate that, based on publicly available information, Financial Party 10 proposed to acquire Milacron for between $17-18 per share in cash.

        Also on May 8, 2019, Financial Party 9 contacted Barclays to indicate that it was no longer pursuing a potential acquisition of the APPT segment of Milacron.

        On May 9, 2019, Financial Party 8 submitted a written non-binding proposal to acquire Milacron at a purchase price of $16 per share of Milacron common stock in cash.

        On May 10, 2019, the Milacron Board held a telephonic meeting, with representatives of Milacron's management, Barclays and Ropes in attendance, in order to discuss Milacron's strategic alternatives, including the recently received proposals. Representatives of Barclays summarized for the

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Milacron Board the terms of the written proposals received from Hillenbrand and Financial Party 8, as well as the verbal indications of interest received from Financial Party 6 and Financial Party 10 and Barclays provided its preliminary financial analysis thereof. The Milacron Board acknowledged that the Hillenbrand May 8 Proposal had a higher per share price than the proposals received from Financial Party 6, Financial Party 10 and Financial Party 8. The Milacron Board instructed management to enter into a confidentiality agreement with Financial Party 10.

        On May 11, 2019, Milacron entered into an agreement with OC Spartan Acquisition, Inc., an entity backed by Osgood Capital Group LLC and Cyprium Investment Partners LLC, pursuant to which Milacron agreed to sell substantially all of the assets of its Uniloy blow molding business.

        On May 13, 2019, Milacron entered into a non-disclosure agreement with Financial Party 10 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On May 15, 2019, the Milacron Board held a telephonic meeting, with members of Milacron's management and representatives of Barclays and Ropes in attendance, in order to discuss Milacron's strategic alternatives, including the recently received proposals. The Milacron Board noted that while the Hillenbrand May 8 Proposal had been improved by reason of the fact that the cash portion of the consideration was increased, the price per share remained the same as in the Hillenbrand February 15 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand May 8 Proposal and presented to the Milacron Board certain information concerning Hillenbrand and its businesses, including its preliminary valuation analysis and Hillenbrand financial forecasts prepared by Hillenbrand's management. The Milacron Board discussed, with the input from Milacron's management, how Milacron could provide additional diligence information to Hillenbrand in an attempt to persuade Hillenbrand to increase the price per share in its proposal. The Milacron Board also noted that the Hillenbrand May 8 Proposal still required the approval of Hillenbrand's shareholders to issue the stock component of the merger consideration, and discussed the risk that could pose to the transaction. The Milacron Board requested management to provide its view on Milacron's five-year strategic plan and Milacron's stand-alone plan, and weighed those as an alternative to a business combination involving the whole company or one or more of Milacron's businesses. Also at this meeting, the Milacron Board considered a sale of other businesses of Milacron. At this meeting, representatives of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. At this meeting and a subsequent meeting of the Milacron Board on May 17, 2019, the Milacron Board instructed Milacron's management, Barclays and Ropes to work to obtain a further improved proposal from Hillenbrand at a higher per share price with an increased mix of cash (relative to the cash-stock mix) and a proposal that did not require a Hillenbrand shareholder vote to issue the stock portion of the merger consideration.

        On May 17, 2019, at Milacron's request, Barclays contacted a representative of J.P. Morgan, financial advisor to Hillenbrand, to provide Milacron's preliminary feedback on the Hillenbrand May 8 Proposal.

        On May 17, 2019, the Milacron Board held a telephonic meeting, with members of Milacron's management and representatives of Barclays and Ropes in attendance, in order to receive an update on the recent discussions between representatives of Barclays and J.P. Morgan and to further discuss the Hillenbrand May 8 Proposal.

        On May 20, 2019, the Milacron Board met again, with members of Milacron's management and representatives of Barclays and Ropes present. Barclays updated the Milacron Board on recent discussions with representatives of J.P. Morgan in response to the Hillenbrand May 8 Proposal. The Milacron Board discussed, with the input from Milacron's management, providing additional management sessions to Hillenbrand in an attempt to persuade Hillenbrand to increase the price per share in its proposal. The Milacron Board further instructed Milacron's management, Barclays and

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Ropes to work to obtain a further improved proposal from Hillenbrand, containing a higher per share price, an increased mix of cash (relative to the cash-stock mix), and the elimination of the requirement of a Hillenbrand shareholder vote to issue the stock portion of the merger consideration.

        On May 21, 2019, at Milacron's request, a representative of Barclays contacted a representative of Financial Party 8 by telephone to communicate that Financial Party 8's latest proposal did not adequately value Milacron and to encourage Financial Party 8 to submit an increased proposal. Financial Party 8 did not thereafter submit a revised proposal.

        Also on May 21, 2019, at Milacron's request, a representative of Barclays contacted a representative of Financial Party 6 by telephone to communicate that Financial Party 6's verbal indication of interest did not adequately value Milacron and to encourage Financial Party 6 to submit an increased proposal. On this call, a representative of Financial Party 6 indicated to Barclays that it would not be submitting a revised proposal.

        On May 23, 2019, Mr. Raver telephoned Mr. Goeke to verbally reiterate to Milacron Hillenbrand's non-binding proposal of $18 per share but indicated a willingness to adjust to a 60% cash and 40% Hillenbrand stock consideration mix.

        On May 24, 2019, representatives of Barclays contacted representatives of J.P. Morgan to discuss financial aspects of Hillenbrand's most recent proposal.

        Later on May 24, 2019, the ad hoc Strategic Alternatives Committee met telephonically to further discuss, among other things, the Hillenbrand May 8 Proposal and means for soliciting a higher price per share of Milacron common stock from Hillenbrand. Also present at this meeting were other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays.

        On or around May 30, 2019, a representative of Barclays spoke with a representative of Financial Party 10 by telephone. On this call, Financial Party 10 indicated that any subsequent proposal by Financial Party 10 to acquire Milacron would be at a price per share that was less than the $17-18 proposal that Financial Party 10 submitted on May 8, 2019. Representatives of Barclays encouraged Financial Party 10 to submit an increased proposal. Financial Party 10 did not thereafter submit a revised proposal.

        On May 31, 2019, the Milacron Board instructed Ropes to distribute a form of a merger agreement to Hillenbrand.

        During the course of the week starting June 3, 2019, multiple conference calls occurred between representatives of Hillenbrand, J.P. Morgan, Skadden, Arps, Slate, Meagher & Flom LLP, or Skadden, counsel to Hillenbrand, Milacron, Barclays, Ropes and other advisors to conduct due diligence on Milacron.

        On June 5, 2019, representatives of Hillenbrand and Milacron met in New York, with representatives of Barclays and J.P. Morgan present, to review Milacron's 2019 forecasts. At this meeting, representatives of Hillenbrand also presented certain financial information concerning Hillenbrand, including in respect of its guidance and forecasting.

        On June 7, 2019, representatives of Milacron, Hillenbrand, Barclays, J.P. Morgan, PricewaterhouseCoopers, independent auditors for Hillenbrand, and Ernst & Young, independent auditors for Milacron, had a conference call to discuss financial and accounting due diligence matters.

        Throughout June and July 2019, representatives of Hillenbrand and Milacron, together with their respective advisors, held meetings by telephone to further their respective due diligence reviews.

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        On June 10, 2019, the ad hoc Strategic Alternatives Committee met by telephone with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes present, and received an update on the transaction process.

        On June 11, 2019, the Compensation Committee of the Milacron Board met, together with representatives of Ropes by telephone, to discuss the treatment of equity awards in a potential transaction.

        On June 14, 2019, the ad hoc Strategic Alternatives Committee met by telephone with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes present, and received an update on the transaction process.

        On June 19, 2019, at Milacron's request, Barclays distributed a final process letter to Hillenbrand.

        On June 24, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board and Milacron's management and representatives of Barclays and Ropes present. Barclays provided an update to the ad hoc Strategic Alternatives Committee on the status of discussions with Hillenbrand.

        On June 24, 2019, Skadden, on behalf of Hillenbrand, distributed a markup of the draft merger agreement to Ropes.

        On June 25, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance, to review and discuss the material and other issues present in the June 24 Hillenbrand markup of the merger agreement. A representative of Ropes reviewed with the Milacron Board its fiduciary duties, including in the business combination context and the issues present in the June 24 Hillenbrand markup of the merger agreement. Among other things, the representative of Ropes noted that Hillenbrand had proposed a termination fee of 3.75% of Milacron's equity value; proposed that Hillenbrand be able to terminate the merger agreement in the event of a breach of the "no solicitation" provision; deleted most of the restrictions on Hillenbrand making acquisitions and dispositions and issuing stock between signing and closing; deleted provisions providing for the transaction to be a tax-free reorganization; provided for expense reimbursement of 1% of Milacron's equity value if Milacron stockholders failed to vote in favor of the transaction; and removed several exceptions from the "material adverse effect" definition. It was determined for Ropes to propose a 2.5% break-up fee; to reject any expense reimbursement; to seek to restore the restrictions on Hillenbrand making acquisitions and dispositions and issuing stock between signing and closing; and to otherwise proceed with the recommendations that Ropes had made and that were consistent with terms the Milacron Board had approved.

        On June 26, 2019, representatives of Ropes, Barclays and Milacron had a call with representatives of Skadden and Hillenbrand to conduct reverse legal due diligence on Hillenbrand, with representatives of J.P. Morgan also in attendance. Also on June 26, 2019, representatives of Milacron and Hillenbrand held additional due diligence discussions with Milacron's outside financial advisors, among others.

        Also on June 26, 2019, representatives of Ropes had a call with representatives of Skadden to provide feedback on Hillenbrand's latest draft of the merger agreement. Ropes conveyed to Skadden the feedback of the Milacron Board, and requested, on behalf of Milacron, that Skadden provide a revised markup of the merger agreement.

        On June 27, 2019, Hillenbrand submitted a revised written non-binding proposal to acquire Milacron, or the Hillenbrand June 27 Proposal. The Hillenbrand June 27 Proposal contemplated consideration per share of Milacron common stock of: (a) $11.80 in cash, or the cash consideration, and (b) a fraction of a share of Hillenbrand common stock equal to $6.35 divided by the volume weighted average stock price of the Hillenbrand common stock over the ten trading days prior to

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execution of the merger agreement (such fraction described in this clause (b), or the exchange ratio. This equated to an equity value of approximately $1.3 billion, and an enterprise value of approximately $2 billion. The Hillenbrand June 27 Proposal referred to the consideration per share of Milacron common stock as being $18.15 per share, although the consideration would subsequently fluctuate because the calculation of the exchange ratio at the time the merger agreement would be signed was to be based on the trading price of the Hillenbrand common stock after the merger agreement was publicly announced. The Hillenbrand June 27 Proposal also contemplated that cash would comprise 65% of the consideration per share of Milacron common stock and Hillenbrand stock would comprise 35% of the consideration per share of Milacron common stock. The Hillenbrand June 27 Proposal also stated that the approval of Hillenbrand's shareholders would not be required to issue the Hillenbrand stock in the transaction. The Hillenbrand June 27 Proposal noted several open due diligence issues, and it requested that Milacron sign an exclusivity agreement that would provide Hillenbrand with exclusivity through 11:59 pm New York City time on July 10, 2019.

        During the evening of June 27, 2019, the ad hoc Strategic Alternatives Committee met by telephone, together with other members of the Milacron Board, representatives of Milacron's management, Barclays and Ropes, to discuss the Hillenbrand June 27 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal. This discussion was continued by telephone during the afternoon of June 28, 2019, during which time Barclays again presented its view on the valuation proposed by the Hillenbrand June 27 Proposal. The ad hoc Strategic Alternatives Committee considered the Hillenbrand June 27 Proposal, and compared it to, among other things, the various Barclays financial analyses, Milacron's five-year stand-alone plan, and the sum of the parts analysis. Also at this meeting, representatives of Ropes and Barclays provided a summary of the reverse diligence undertaking of Hillenbrand conducted by Milacron and its legal advisors to date.

        During the afternoon of June 28, 2019, the Milacron Board met by telephone, with members of Milacron's management and representatives of Barclays and Ropes in attendance, to discuss the Hillenbrand June 27 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal. Ropes reviewed for the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. The Milacron Board considered the valuation proposed by the Hillenbrand June 27 Proposal, and compared it, among other things, to Milacron's five-year stand-alone plan and the various financial analyses prepared by Barclays, including the sum of the parts analysis of Milacron. The Milacron Board also considered a sale of other businesses of Milacron and weighed that as an alternative to the Hillenbrand June 27 Proposal. The Milacron Board also considered the remaining diligence items and Hillenbrand's request for exclusivity. While the Milacron Board determined that the valuation provided was sufficient to continue discussions with Hillenbrand, the Milacron Board was not willing, at that time, to enter into exclusivity in light of the remaining diligence items. The Milacron Board instructed Barclays and Ropes to request that Hillenbrand resolve its remaining diligence items before any discussion on exclusivity took place.

        On June 29, 2019, at the instruction of the Milacron Board, Ropes distributed a revised draft merger agreement to Skadden, and Ropes distributed a draft of the Milacron disclosure letter to Skadden. The Milacron Board's rationale for distributing the revised draft of the merger agreement to Hillenbrand was that, were there to be another request for exclusivity by Hillenbrand, the Milacron Board wanted to inform itself of the totality of the open issues concerning a transaction with Hillenbrand.

        On July 1, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance, to receive a status update, including on the open diligence items set forth in the Hillenbrand June 27 Proposal. Although significant progress had been made in resolving the open diligence items, some diligence items still remained. It was determined that Barclays and Ropes would continue to work to resolve all of the diligence items. It was noted that Hillenbrand had ceased

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requesting exclusivity, so management, Barclays and Ropes were to not engage in any further discussion on the topic of exclusivity.

        On July 1, 2019, Skadden distributed a markup of the revised merger agreement to Ropes.

        On July 3, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays in attendance. Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Ropes also reviewed the material and other terms reflected in the July 1 markup of the merger agreement with Hillenbrand. Ropes noted that Hillenbrand's request for expense reimbursement had been removed, but that Hillenbrand was still requesting a termination fee of 3.75% of Milacron's equity value. Ropes also noted that while improvement had been made on the covenants applying to Milacron as well as the covenants applying to Hillenbrand between signing and closing, and on the "material adverse effect" definition, the covenants on acquisitions, dispositions and stock issuance had still been deleted, and there were exceptions in "material adverse effect" that had not been resolved. The Milacron Board instructed Ropes to continue to negotiate those provisions with Hillenbrand's lawyers and instructed that on the break-up fee, Milacron counter with 2.75% of Milacron's equity value. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal and updated the Milacron Board on its recent discussions with representatives of J.P. Morgan, including explaining preliminary feedback received by Hillenbrand from the credit rating agencies.

        Also on July 3, 2019, Ropes distributed a markup of the revised merger agreement and a revised draft of the Milacron disclosure letter to Skadden.

        On July 4, 2019, Mr. Raver spoke with Mr. Goeke by phone concerning the proposed transaction. Mr. Goeke advised that he understood there were still significant open issues that were being negotiated.

        Also on July 4, 2019, Skadden sent a markup of the Milacron disclosure letter to Ropes.

        On July 5, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays as Ropes present as well, to discuss the status of the negotiations with Hillenbrand. At this meeting, Barclays provided an updated preliminary financial analysis of the Hillenbrand June 27 Proposal. On July 5, independent director David Reeder also joined the ad hoc Strategic Alternatives Committee.

        On July 5, 2019, the Compensation Committee of the Milacron Board also met telephonically, with representatives of Ropes and Barclays present, to discuss the provisions of the draft merger agreement affecting equity awards. Also on July 5, 2019, a representative of Skadden spoke with a representative of Ropes to provide a preview of the compromises that Hillenbrand was willing to make in the merger agreement.

        Also on July 5, 2019, Skadden sent a revised merger agreement and comments to the Milacron disclosure letter to Ropes. Ropes promptly informed the Milacron Board, and noted that, among other things, the termination fee that was requested by Hillenbrand had been lowered to 3.5% of Milacron's equity value.

        On July 7, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance. A representative of Ropes summarized the material and other issues in the July 5 merger agreement, including among other things that Hillenbrand had lowered its requested termination fee to 3.5% of Milacron's equity value. A representative of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. It was determined that Ropes should continue to negotiate the merger agreement to resolve the open issues and to counter the termination fee request with a proposal of 3% of Milacron's equity value.

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        On July 7, 2019, Skadden and Ropes held a telephone conference call to discuss the open points in the merger agreement. Later that evening, Ropes sent a revised merger agreement to Skadden reflecting, among other things, the 3% of Milacron's equity value termination fee. Also on July 7, 2019, Skadden sent a draft of the Hillenbrand disclosure letter to Ropes.

        On July 8, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance to discuss the status of negotiations with Hillenbrand. Also on July 8, 2019, Skadden and Ropes held a telephone conference call to discuss the open points in the Milacron disclosure letter.

        On July 9, 2019, Skadden sent a revised merger agreement to Ropes. Among other things, Hillenbrand continued to propose a 3.5% of Milacron's equity value termination fee. Also on July 9, 2019, Ropes sent a revised version of the Milacron disclosure letter and comments on the Hillenbrand disclosure letter to Skadden. Overnight, Skadden sent comments on the Milacron disclosure letter and a revised version of the Hillenbrand disclosure letter to Ropes.

        On July 9, 2019, the ad hoc Strategic Alternatives Committee met by telephone, together with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays. A representative of Ropes reviewed with the Milacron Board recent developments and negotiations concerning the terms of the merger agreement with Hillenbrand. A representative of Ropes also reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Barclays reviewed with the Milacron Board recent discussions with representatives of J.P. Morgan. It was determined for Barclays and Ropes to make a package proposal to Hillenbrand to see if there was a solution to resolve the open points in a manner that would be acceptable to Milacron.

        On July 10, 2019, Barclays and Ropes had a telephone call with representatives of J.P. Morgan and Skadden, in which a representative of Ropes reviewed the terms of a package proposal that, among other things, contemplated a 3.25% termination fee. Following that call, Ropes sent a revised merger agreement that reflected the terms of the package proposal. Later that day, at the direction of Hillenbrand, representatives of J.P. Morgan and Skadden responded with a counter-proposal, with a proposed termination fee of 3.375% of Milacron's equity value. Overnight, Skadden sent to Ropes a revised merger agreement reflecting Hillenbrand's counter-proposal. Also on July 10, 2019, Ropes sent a revised version of the Milacron disclosure letter and comments on the Hillenbrand disclosure letter to Skadden, and later in the evening Skadden sent comments on the Milacron disclosure letter back to Ropes.

        During the evening of July 10, 2019, the Milacron Board met by telephone, with members of Milacron's management and representatives of Barclays and Ropes in attendance. Representatives of Ropes and Barclays reviewed the remaining open issues on the merger agreement with the Milacron Board, as well as the counter-proposal by Hillenbrand. The Milacron Board, in light of the compromises that Hillenbrand had made in its counter-proposal, determined to accept the termination fee of 3.375% of Milacron's equity value because, among other things, Milacron had conducted a broad market canvass since February 2019 with the result that Hillenbrand's proposal was the highest price per share proposal received and because the merger agreement provided Milacron with the right to terminate the merger agreement to accept a "superior proposal." The Milacron Board also determined, after consulting with and receiving input from Barclays and Ropes, that a 3.375% termination fee was unlikely to deter any party who might be willing to make a superior proposal. Also at this meeting, members of Milacron's management provided the Milacron Board with an overview of its due diligence review of Hillenbrand and a representative of Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting.

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        On July 11, 2019, Ropes and Barclays had numerous calls with representatives of Skadden and J.P. Morgan to finalize the forms of the merger agreement, the Milacron disclosure letter and the Hillenbrand disclosure letter associated with the merger agreement. During this time, Ropes and Skadden also had multiple calls to negotiate the remaining open issues in the merger agreement, the Milacron disclosure letter and the Hillenbrand disclosure letter, and numerous revised drafts of those documents were exchanged among the parties and their advisors.

        On July 11, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays in attendance. Milacron's July 11, 2019 closing stock price was $13.53 per share, and the consideration per share of Milacron common stock offered on this date was (a) the cash consideration of $11.80 in cash; and (b) the exchange ratio of 0.1612 of a share of Hillenbrand common stock (calculated as $6.35 divided by the volume weighted average stock price of the Hillenbrand common stock over the ten trading days prior to execution of the merger agreement). Representatives of Barclays reviewed with the Milacron Board its financial analyses of the merger consideration and rendered an oral opinion, confirmed by delivery of its written opinion, dated July 12, 2019, to the Milacron Board to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in the written opinion, the merger consideration to be received by the holders of Milacron common stock was fair, from a financial point of view, to such holders. Ropes discussed legal matters with the Milacron Board, including reviewing with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting, and the material provisions of the merger agreement with Hillenbrand. After carefully considering the proposed terms of the transaction with Hillenbrand, and taking into consideration the matters discussed during that meeting and prior meetings of the Milacron Board (for additional detail, see "Recommendation of The Milacron Board and Milacron's Reasons for the Merger" beginning on page 64), the Milacron Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby were fair to and in the best interests of Milacron and Milacron stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the adoption of the merger agreement be submitted to a vote at a special meeting of Milacron stockholders, and (iv) resolved to recommend adoption of the merger agreement and approval of the transactions contemplated by the merger agreement by Milacron stockholders. Also on July 11, 2019, in connection with the Milacron Board approval of the Hillenbrand transaction, the Compensation Committee of the Milacron Board approved certain compensation and benefits-related matters which are described in greater detail under the heading "—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

        Shortly after 12:01 a.m. New York City time on July 12, 2019, Milacron, Hillenbrand and Merger Subsidiary executed and delivered the merger agreement, and delivered the final version of the Milacron disclosure letter and the final version of the Hillenbrand disclosure letter.

        The parties publicly announced the executed and delivered merger agreement via joint press release before the opening of trading on the New York Stock Exchange on July 12, 2019.

Milacron Board of Directors' Recommendation and Reasons for the Merger

        In evaluating the merger agreement and the merger, the Milacron Board consulted with Milacron's management and its legal and financial advisors and, in reaching its decision to, among other things, approve the merger agreement and the merger and to recommend that Milacron stockholders adopt the merger agreement, the Milacron Board considered a variety of factors, including the following

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(which factors are not presented in any particular order of importance or assigned any particular weight):

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Opinion of Milacron's Financial Advisor

        Milacron engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Milacron, including a possible sale of Milacron, pursuant to an engagement letter dated March 20, 2019. On July 11, 2019, Barclays rendered its oral opinion (which was subsequently confirmed in writing on July 12, 2019) to the Milacron Board that, from a financial point of view, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be received by the stockholders of Milacron is fair to such stockholders.

        The full text of Barclays' written opinion, dated as of July 12, 2019, is attached as Annex B to this proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays' opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the Milacron Board, addresses only the fairness, from a financial point of view, of the merger consideration to be received by the stockholders of Milacron and does not constitute a recommendation to any stockholder of Milacron as to how such stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm's-length negotiations between Milacron and Hillenbrand and were unanimously approved by the Milacron Board. Barclays did not recommend any specific form of consideration to Milacron or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, Milacron's underlying business decision to proceed with or effect the merger, the likelihood of the consummation of the merger, or the relative merits of the merger as compared to any other transaction in which Milacron may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger

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consideration to be received by the stockholders of Milacron in the merger. No limitations were imposed by the Milacron Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

        In arriving at its opinion, Barclays, among other things:

        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and has not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Milacron that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of Milacron, upon advice of Milacron, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Milacron as to Milacron's future financial performance and that Milacron would perform in accordance with such projections. Furthermore, with respect to the financial projections of Hillenbrand, upon the advice of Milacron, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the

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management of Hillenbrand as to the future financial performance of Hillenbrand and that Hillenbrand would perform in accordance with such projections. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Milacron or Hillenbrand and did not make or obtain any evaluations or appraisals of the assets or liabilities of Milacron or Hillenbrand. Barclays' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, July 11, 2019. In addition, Barclays expressed no opinion as to the prices at which shares of Milacron common stock would trade at any time following the announcement of the merger or the prices at which the shares of Hillenbrand common stock would trade following the announcement or consummation of the merger. Barclays' opinion should not be viewed as providing any assurance that the market value of Hillenbrand common stock to be held by the stockholders of Milacron after the consummation of the merger will be in excess of the market value of the shares of Milacron common stock owned by such stockholders at any time prior to the announcement or consummation of the merger. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after July 11, 2019.

        Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all the agreements related thereto. Barclays also assumed, upon the advice of Milacron, that all material governmental, regulatory and third party approvals, consents and releases for the merger would be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays' opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood Milacron had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Milacron common stock but rather made its determination as to fairness, from a financial point of view, to the stockholders of Milacron of the consideration to be received by such stockholders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Milacron Board. The summary of Barclays' analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays' opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and

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relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

        For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Milacron or any other parties to the merger. No company, business or transaction considered in Barclays' analyses and reviews is identical to Milacron, Hillenbrand, Merger Sub or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays' analyses and reviews. None of Milacron, Hillenbrand, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays' analyses and reviews are inherently subject to substantial uncertainty.

        The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays' analyses and reviews.

Selected Comparable Company Analysis

        In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Milacron common stock and Hillenbrand common stock by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to Milacron and Hillenbrand, respectively, with selected companies that Barclays, based on its experience in the plastics processing and broader industrial equipment manufacturing industry, deemed comparable to Milacron and Hillenbrand, respectively. The selected comparable companies with respect to Milacron were:

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        Among this universe of comparable companies, based on the exercise of Barclays' professional judgment and experience, Barclays selected a subset of "Milacron Core Comparables" (or "Milacron Core Comps") which served as the basis for determining the ranges discussed elsewhere herein. This list of "Milacron Core Comps" included:

        The selected comparable companies with respect to Hillenbrand (the "Hillenbrand Comps") were:

        Barclays calculated and compared various financial multiples and ratios of Milacron and Hillenbrand and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed Milacron's enterprise value to certain forward-looking financial criteria (such as earnings before interest, taxes, depreciation and amortization, or EBITDA). The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity and the book value of any non-controlling interest, and subtracting its cash and cash equivalents. All of these calculations were performed and based on publicly available financial data (that Barclays obtained from public filings, public news sources and public third-party equity research) and closing prices as of July 10, 2019, the last trading date prior to

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the delivery of Barclays' opinion. The results of this selected comparable company analysis are summarized below:

 
  Enterprise Value /
2019E EBITDA
  Enterprise Value /
2020E EBITDA
 

Lincoln Electric Holdings, Inc. 

    10.8x     10.0x  

Barnes Group Inc. 

    10.6x     10.0x  

Colfax Corporation

    10.6x     9.7x  

ITT, Inc. 

    10.0x     9.2x  

Rexnord Corporation

    8.8x     8.3x  

Columbus McKinnon Corporation

    8.6x     7.8x  

Haitian International Holdings Limited

    7.6x     6.5x  

Kennametal, Inc. 

    6.8x     6.4x  

 

 
  Multiple Range—
"Milacron Core Comps"
 
 
  Low   Median   High  

Enterprise Value to 2019E EBITDA Ratio

    6.8x     9.4x     10.8x  

Enterprise Value to 2020E EBITDA Ratio

    6.4x     8.8x     10.0x  
 
  Enterprise Value /
2019E EBITDA
  Enterprise Value /
2020E EBITDA
 

Lincoln Electric Holdings, Inc. 

    10.8x     10.0x  

Barnes Group Inc. 

    10.6x     10.0x  

Colfax Corporation

    10.6x     9.7x  

ITT, Inc. 

    10.0x     9.2x  

Rexnord Corporation

    8.8x     8.3x  

Columbus McKinnon Corporation

    8.6x     7.8x  

Kennametal, Inc. 

    6.8x     6.4x  

Service Corporation International

    13.2x     12.6x  

Carriage Services, Inc. 

    8.9x     7.9x  

Matthews International Corporation

    8.3x     7.7x  

 

 
  Multiple Range—
"Hillenbrand Comps"
 
 
  Low   Median   High  

Enterprise Value to 2019E EBITDA Ratio

    6.8x     9.5x     13.2x  

Enterprise Value to 2020E EBITDA Ratio

    6.4x     8.8x     12.6x  

        Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of Milacron or Hillenbrand, as applicable. However, because of the inherent differences between the business, operations and prospects of Milacron or Hillenbrand, as applicable, and those of the selected comparable companies, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Milacron or Hillenbrand, as applicable, and the selected comparable companies, and more specifically, the Milacron Core Comps and the Hillenbrand Comps, that could affect the public trading values of each in order to provide a

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context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Milacron or Hillenbrand, as applicable, and the companies included in the selected company analysis, and more specifically, the Milacron Core Comps and the Hillenbrand Comps.

        Based upon these judgments, for Milacron, Barclays selected a range of 8.0x to 9.5x multiples of EV/2019E EBITDA and 7.5x to 9.0x multiples of EV/2020E EBITDA and applied such range to the Consolidated Adjusted EBITDA in the Milacron forecasts described in the section "—Certain Unaudited Prospective Financial Information," to calculate a range of implied prices per share of Milacron. Additionally based on these judgments, for Hillenbrand, Barclays selected a range of 9.0x to 10.5x multiples of EV/CY 2019E EBITDA and 8.5x to 10.0x multiples of EV/CY 2020E EBITDA and applied such range to the Consolidated Adjusted EBITDA in the Hillenbrand forecasts (calendarized for a fiscal year end on December 31 to match Milacron's fiscal year end) described in the section "—Certain Unaudited Prospective Financial Information," to calculate a range of implied prices per share of Hillenbrand. The following summarizes the result of these calculations as a reference range, rounded to the nearest $0.50, of the implied present value per share of Milacron common stock and Hillenbrand common stock:

 
  Implied Price Per Share
Reference Range
 
  2019E   2020E

Milacron

  $15.50 - $20.00   $16.50 - $21.50

 

 
  Implied Price Per Share
Reference Range
 
  2019E   2020E

Hillenbrand

  $39.00 - $46.00   $40.00 - $47.50

        Barclays noted that on the basis of the selected comparable company analysis, the implied merger consideration of $18.07 per share (based on the exchange ratio of 0.1612 and Hillenbrand's closing share price as of July 11, 2019) was within the ranges of implied values per share calculated for Milacron.

Selected Precedent Transaction Analysis

        Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant which are referred to as the selected precedent transactions for purposes of this section of this proxy statement/prospectus. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Milacron with respect to characteristics of their businesses.

        As part of its precedent transaction analysis, for each of the selected precedent transactions, based on publicly available financial terms (including information Barclays obtained from SEC filings, press and investor releases, and FactSet data), Barclays analyzed the enterprise value implied by the

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transaction terms to the last-twelve-months earnings (or LTM) EBITDA, multiples. The results of this selected precedent transaction analysis are summarized below:

Announce
Date
  Acquiror   Target   EV/LTM
EBITDA
 

Sept. 2007

  Onex Corporation   Husky Injection Molding Systems Ltd.     8.4x  

May 2011

  Berkshire Partners LLC   Husky Injection Molding Systems Ltd.     8.4x  

Sept. 2012

  Onex Corporation   KraussMaffei Technologies GmbH     5.7x  

Oct. 2012

  Hillenbrand   Coperion GmbH     9.0x  

Feb. 2013

  Milacron   Mold-Masters Limited     11.9x  

Oct. 2013

  Barnes Group Inc.   Otto Manner GmbH     11.3x  

Jan. 2016

  Qingdao Tianhua Institute Chemistry Engineering   KraussMaffei Group GmbH     6.6x  

Dec. 2017

  Platinum Equity, LLC   Husky Injection Molding Systems Ltd.     11.0x  

        The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Milacron and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the merger which would affect the acquisition values of the selected target companies and Milacron. Based upon these judgments, Barclays selected a range of 7.5x to 9.5x multiples of EV/LTM EBITDA for March 31, 2019 EBITDA and applied such range to Milacron's LTM EBITDA (as of March 31, 2019) to calculate a range of implied prices per share of Milacron. The following table sets forth the results of such analysis, rounded to the nearest $0.50, of the implied present value per share of Milacron common stock:

 
  Implied Equity
Value Per Share
Reference Range

Selected Precedent Transaction Analysis

  $12.50 - $18.00

        Barclays noted that on the basis of the selected precedent transaction analysis, the merger consideration of $18.07 per share (based on the exchange ratio of 0.1612 and Hillenbrand's closing share price as of July 11, 2019) was above the range of implied values per share, as rounded to the nearest $0.50.

Discounted Cash Flow Analysis

        In order to estimate the present value of Milacron common stock, Barclays performed a discounted cash flow analysis of Milacron. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the "present value" of estimated future cash flows of the asset. "Present value" refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

        To calculate the estimated enterprise value of Milacron using the discounted cash flow method, Barclays added (i) projected Milacron after-tax unlevered free cash flows (defined below) for the six months ending December 31, 2019 and each of the fiscal years 2020 through 2024 to (ii) a range of terminal values for Milacron derived by applying perpetuity growth rates ranging from 1.5% to 2.5% to the estimated terminal unlevered free cash flow for Milacron calculated using the management forecasts and discounted such amount to its present value using a range of selected discount rates. The

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range of perpetuity growth rates was estimated by Barclays utilizing its professional judgment and experience, taking into account market expectations regarding long-term growth of gross domestic product and inflation. The Milacron after-tax unlevered free cash flows were calculated by taking the Consolidated Adjusted EBITDA for the six months ending December 31, 2019 and each of the fiscal years 2020 through 2023 as set forth in the Milacron forecasts described in the section "—Certain Unaudited Prospective Financial Information", and utilizing extrapolations of such Milacron forecasts for fiscal year 2024, which were created in conjunction with Milacron management and determined by applying an annualized growth rate of 5.0% and EBITDA margins of 21.5% for fiscal year 2024, consistent with fiscal years 2020 through 2023, so as to be able to conduct a five year discounted cash flow analysis, and subtracting stock-based compensation expenses, depreciation and amortization, taxes at an assumed effective tax rate of 22.5% per Milacron management and capital expenditures, adding depreciation and amortization, and adjusting for changes in working capital (such calculation referred to herein as the Milacron after-tax unlevered free cash flows). The range of after-tax discount rates of 10.0% to 12.0% was selected based on an analysis of the weighted average cost of capital of Milacron, the Milacron Core Comps and Hillenbrand. Barclays then calculated a range of implied prices per share of Milacron, rounded to the nearest $0.50, by subtracting Milacron net debt as of March 31, 2019 from the estimated enterprise value using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Milacron common stock as indicated in the table below.

 
  Implied Equity
Value Per Share
Reference Range

Milacron Discounted Cash Flow Analysis

  $16.50 - $25.00

        Barclays noted that on the basis of the discounted cash flow analysis, the merger consideration of $18.07 per share (based on the exchange ratio of 0.1612 and Hillenbrand's closing share price as of July 11, 2019) was within the range of implied values per share calculated using the Milacron forecasts.

        In order to estimate the present value of Hillenbrand common stock, Barclays also performed a discounted cash flow analysis of Hillenbrand. To calculate the estimated enterprise value of Hillenbrand using the discounted cash flow method, Barclays added (i) the projected Hillenbrand after-tax unlevered free cash flows (defined below) for the six months ending December 31, 2019 and each of the fiscal years 2020 through 2024 to (ii) a range of terminal values for Hillenbrand derived by applying perpetuity growth rates ranging from 1.5% to 2.5% to the estimated terminal unlevered free cash flow for Hillenbrand calculated using the management forecasts and discounted such amount to its present value using a range of selected discount rates. The range of perpetuity growth rates was estimated by Barclays utilizing its professional judgment and experience, taking into account market expectations regarding long-term growth of gross domestic product and inflation. The Hillenbrand after-tax unlevered free cash flows were calculated by taking Consolidated Adjusted EBITDA for the six months ending December 31, 2019 and each of the fiscal years 2020 through 2023 as set forth in the Hillenbrand forecasts described in the section "—Certain Unaudited Prospective Financial Information", as adjusted for taxes, and subtracting capital expenditures and adjusting for changes in working capital and utilizing extrapolations of such Hillenbrand forecasts for fiscal year 2024, which were determined by applying an annualized growth rate of 2.8% and EBITDA margins of 19.6% for fiscal year 2024, were consistent with fiscal years 2020 through 2023, so as to be able to conduct a five year discounted cash flow analysis, (such calculations being calendarized for a fiscal year end on December 31 to match Milacron's fiscal year end and referred to herein as the Hillenbrand after-tax unlevered free cash flows). The range of after-tax discount rates of 10.0% to 12.0% was selected based on an analysis of the weighted average cost of capital of Hillenbrand, the Hillenbrand Comps and Milacron. Barclays then calculated a range of implied prices per share of Hillenbrand, rounded to the nearest $0.50, by subtracting Hillenbrand net debt as of March 31, 2019 from the estimated enterprise

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value using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Hillenbrand common stock as indicated in the table below.

 
  Implied Equity
Value Per Share
Reference Range

Hillenbrand Discounted Cash Flow Analysis

  $35.00 - $48.50

        Barclays noted that on the basis of the discounted cash flow analysis Hillenbrand's closing share price as of July 11, 2019 was within the range of implied values per share calculated using the Hillenbrand forecasts.

Other Factors

        Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes:

Historical Trading Performance Analysis

        Barclays reviewed the 52-week high and low closing share prices for Milacron, as of July 10, 2019. Milacron's 52-week low closing share price was $11.50 and its 52-week high closing share price was $22.00, in each case rounded to the nearest $0.50. Barclays also reviewed the 52-week high and low closing share prices for Hillenbrand, as of March July 10, 2019. Hillenbrand's 52-week low closing share price was $36.50 and its 52-week high closing share price was $53.50, in each case rounded to the nearest $0.50. The 52-week trading ranges for Milacron and Hillenbrand were used for informational purposes only and were not included in Barclays' financial analyses.

Equity Analyst Target Prices Analysis

        Barclays reviewed the price targets published by 3 equity research analysts (as of July 10, 2019) covering Milacron. The per share price target range for Milacron was $14.00 to $19.00 with a mean of $17.00. Equity analyst target prices were used for informational purposes only and were not included in Barclays' financial analyses.

Illustrative Leveraged Acquisition Analysis

        Barclays performed an illustrative leveraged acquisition analysis in order to ascertain a price for Milacron common stock that might be achieved in a leveraged buyout transaction with a financial buyer using an illustrative debt capital structure based upon current market conditions. For purposes of capturing a base and conservative case, Barclays conducted two different LBO analyses. The first LBO analysis used 5.75x total leverage and another used 4.75x total leverage based on Barclays' professional judgment and experience based on current market conditions at the time, including in similar leveraged acquisition transactions. Barclays then ran a second LBO analysis based off of Consolidated Adjusted EBITDA as set forth in the Milacron forecasts described in the section "—Certain Unaudited Prospective Financial Information," and derived an implied price per share by using an illustrative constant exit multiple of 8.0x LTM EBITDA and an internal rate of return target range of 17.5% - 22.5% (which was derived by Barclays using its professional judgment and experience and through analyzing the historical trading multiples of the Company and precedent transactions while factoring in market conditions). The following summarizes the result of these calculations as a

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reference range, rounded to the nearest $0.50, of the implied present value per share of Milacron common stock:

 
  Implied Equity
Value Per Share
Reference Range

Leveraged Acquisition Analysis with 5.75x Illustrative Net Leverage

  $19.50 - $22.00

Leveraged Acquisition Analysis with 4.75x Illustrative Net Leverage

  $18.00 - $21.00

        The illustrative acquisition analysis was used for informational purposes only and was not included in Barclays' financial analyses.

Illustrative Sum of Parts Analysis

        Barclays performed a sum of parts analysis with respect to Milacron by performing separate, market-based valuations of Milacron's (i) Mold-Masters hot runner technologies and systems, (ii) DME mold technologies, (iii) APPT segment and (iv) Fluid Technologies segment as well as calculating the negative value of corporate selling, general and administrative expenses. A sum of parts analysis reviews a company's operating performance and outlook on a segment-by-segment basis and compares each segment's performance to a group of selected comparable publicly traded companies and selected comparable transactions to determine an implied value for such segment and the enterprise as a whole. Furthermore, the value range used for the Fluid Technologies segment was based on value indications previously received by potential acquirers of the business segment. Barclays derived implied reference value ranges for each of the four aforementioned business segments, employing both the comparable company and comparable transactions methodologies for each segment, and calculated the sum of the implied reference value ranges so derived. The following summarizes the result of these calculations as a reference range, rounded to the nearest $0.50, of the implied present value per share of Milacron common stock:

 
  Implied Equity
Value Per Share
Reference Range

Illustrative Sum-of-the-Parts Analysis

  $17.50 - $23.00

        The illustrative sum-of-the-parts analysis was used for informational purposes only and was not included in Barclays' financial analyses.

Illustrative Projected Value Per Share Analysis

        Barclays performed an analysis of the illustrative future value per share of Milacron common stock, which is designed to provide an indication of the theoretical future value of a company's shares of common stock as a function of the company's financial multiples. For the analysis of the illustrative projected value per share of Milacron common stock, Barclays used the Consolidated Adjusted EBITDA metric from the Milacron forecasts, as described in the section "—Certain Unaudited Prospective Financial Information," for each of the fiscal years 2020 to 2022 and then discounted to present value using a 13.5% cost of equity by a factor of 0.5 in 2019, 1.5 in 2020 and 2.5 in 2021. These calculations were derived by Barclays using its professional judgment and experience, taking into account current and historical trading data and the current cost of equity for Milacron. Barclays first calculated the implied projected values per share of Milacron common stock as of December 31 for each of the fiscal years 2019 through 2021 by applying a 7.1x next-twelve-months EV/EBITDA multiple, which was based on the ratio of Milacron's current enterprise value (as of July 10, 2019) to the projected NTM adjusted EBITDA of $234 million of Milacron based on the Consolidated Adjusted EBITDA metric from the Milacron forecasts described in the section "—Certain Unaudited Prospective Financial Information."

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        The following table presents the results of the analysis of the implied present value of the illustrative projected value per share of Milacron common stock:

 
  2019E   2020E   2021E  

Projected Value Per Share

  $ 16.84   $ 20.47   $ 24.75  

Present Value of Projected Value Per Share

  $ 15.86   $ 16.98   $ 18.09  

        The illustrative projected value per share analysis was used for informational purposes only and was not included in Barclays' financial analyses. The above analysis is based on only on the closing share price as of July 10, 2019 and not predictive of future results or values, which may be significantly more or less favorable than as set forth above. Barclays expressed no opinion as to the prices at which shares of Milacron common stock will trade at any time following the announcement of the merger or the prices at which the shares of Hillenbrand common stock would trade following the announcement or consummation of the merger.

General

        Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Milacron Board selected Barclays because of its familiarity with Milacron and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the merger.

        Barclays is acting as financial advisor to Milacron in connection with the merger. As compensation for its services in connection with the merger, Milacron paid Barclays a fee of $3,000,000 upon the delivery of Barclays' opinion, which is referred to as the "Opinion Fee". The Opinion Fee was not contingent upon the conclusion of Barclays' opinion or the consummation of the merger. Additional compensation will be payable on completion of the merger in an amount equal to 1.15% of the consideration involved in the merger minus $500,000, against which the amount paid for the Opinion Fee will be credited. In addition, Milacron has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Milacron and the rendering of Barclays' opinion. Barclays has performed various investment banking and financial services for Milacron in the past, and has received customary fees for such services. Specifically, in the past two years, Barclays performed the following investment banking and financial services to Milacron: Barclays acted as joint book-running manager on Milacron's offering of common stock in May and January of 2017 and joint lead arranger and joint bookrunner on Milacron's Term Loan B refinancing in February 2017 and provided certain interest rate hedging services in connection therewith.

        Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Milacron and Hillenbrand for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

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Certain Unaudited Prospective Financial Information

        Milacron and Hillenbrand do not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future revenues, earnings or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates.

        However, in connection with the Milacron Board's evaluation of the merger and other potential strategic alternatives available to Milacron, Milacron's management prepared certain unaudited prospective financial information for its fiscal years ended December 31, 2019 through 2023, or the Milacron forecasts. Starting in 2019, Milacron's management provided the Milacron forecasts to the Milacron Board for purposes of considering and evaluating Milacron's strategic alternatives, including Hillenbrand's acquisition proposal, and to Barclays in connection with the rendering of its opinion to the Milacron Board and in performing its related financial analyses, as described above under the heading "—Opinion of Milacron's Financial Advisor." The Milacron forecasts were also provided to Hillenbrand in connection with its evaluation of the merger.

        The Milacron forecasts are based on numerous estimates and assumptions and were developed in the context of Milacron's three business segments: MDCS, APPT and Fluid Technologies, with revenue and gross margin projections generally developed by geography and product family. The Milacron forecasts assume a persistence of current macro-economic conditions and did not account for a potential macro-economic cycle downturn. For the MDCS segment, the Milacron forecasts assume certain expected headwinds from China and certain geopolitical tensions in 2019, with growth rates in the following years returning to long-term average industry growth rates. For the APPT segment, the Milacron forecasts assume increased aftermarket growth and growth in select regions, such as India, with expected margin enhancements in the segment from growth in aftermarket activity over the forecast period. For the Fluid Technologies segment, the Milacron forecasts assume growth in line with the metalworking fluids market generally and a consistent segment margin profile. The underlying assumptions used in the Milacron forecasts are generally based on information and market factors known to Milacron management when prepared in 2019.

        Milacron used certain financial measures in the Milacron forecasts that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Milacron believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Milacron's competitors and may not be directly comparable to similarly titled measures of Milacron's competitors or other companies due to potential differences in the exact method of calculation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP.

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        The following is a summary of the Milacron forecasts (based on Milacron's fiscal year ended December 31, in millions):

 
  FY 2019E(1)   FY 2020E   FY 2021E   FY 2022E   FY 2023E  

Consolidated Revenue

  $ 1,152   $ 1,231   $ 1,315   $ 1,404   $ 1,504  

Consolidated Operating Income (EBIT) (non-GAAP)

 
$

156
 
$

173
 
$

188
 
$

206
 
$

225
 

Plus: Depreciation

  $ 27   $ 29   $ 32   $ 35   $ 38  

Plus: Amortization

  $ 25   $ 27   $ 30   $ 32   $ 35  

Consolidated Operating EBITDA (EBITDA) (non-GAAP)(2)

 
$

208
 
$

229
 
$

249
 
$

273
 
$

298
 

Plus: Stock-Based Compensation

  $ 10   $ 11   $ 12   $ 13   $ 13  

Plus: Other EBITDA Adjustments(3)

  $ 4   $ 5   $ 5   $ 5   $ 5  

Consolidated Adjusted EBITDA (non-GAAP)(4)

 
$

223
 
$

245
 
$

266
 
$

291
 
$

317
 

Less: Capital Expenditures

  $ (35 ) $ (36 ) $ (36 ) $ (38 ) $ (41 )

Less: Change in Net Working Capital

  $ 5   $ (13 ) $ (14 ) $ (16 ) $ (18 )

Consolidated Operating Free Cash Flow (non-GAAP)

  $ 193   $ 195   $ 216   $ 236   $ 257  

Consolidated Unlevered Free Cash Flow (non-GAAP)(5)

 
$

144
 
$

141
 
$

157
 
$

172
 
$

187
 

(1)
Includes a pro forma adjustment for the sale of its blow molding business in fiscal year 2019.

(2)
Earnings before interest expense, taxes, depreciation and amortization, or EBITDA.

(3)
Adjustments for professional services, currency effect on intercompany advances, organizational redesign, discontinued operations, discontinued product lines and other immaterial costs, or Other EBITDA Adjustments.

(4)
EBITDA as adjusted for stock-based compensation and Other EBITDA Adjustments, or Adjusted EBITDA.

(5)
Unlevered Free Cash Flow is calculated as Adjusted EBITDA, less stock-based compensation, less Other EBITDA Adjustments, less taxes at an assumed effective tax rate of 22.5%, less Capital Expenditures and adjusted for Changes in Net Working Capital. While Unlevered Free Cash Flow was not separately listed as a discrete line item in the Milacron forecasts or provided to Hillenbrand, it was used by Barclays in connection with the rendering of its opinion to the Milacron Board and in performing its related financial analyses, as described above under the heading "—Opinion of Milacron's Financial Advisor," and is being provided in this proxy statement/prospectus for informational purposes.

        In addition, in connection with its evaluation of the merger, Milacron received certain unaudited prospective financial information of Hillenbrand prepared by Hillenbrand's management for Hillenbrand's fiscal years ended September 30, 2019 through 2023, or the Hillenbrand forecasts and the Hillenbrand forecasts together with the Milacron forecasts, the forecasts. The Hillenbrand forecasts were also provided by Milacron to the Milacron Board for purposes of considering and evaluating Hillenbrand's acquisition proposal and to Barclays in connection with the rendering of its opinion to the Milacron Board and in performing its related financial analyses, as described above under the heading "—Opinion of Milacron's Financial Advisor."

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        The Hillenbrand forecasts are based on numerous estimates and assumptions. The Hillenbrand forecasts were developed in the context of Hillenbrand's two segments: Batesville and the Process Equipment Group. For the Batesville segment, the Hillenbrand forecasts take into account expected burial market demand, cremation rate, pricing, new products or service offerings, as well as anticipated productivity and cost reduction initiatives. For the Process Equipment Group segment, the Hillenbrand forecasts take into account current backlog with scheduled delivery dates, project pipeline, expected aftermarket sales and pricing, along with anticipated productivity and cost reduction initiatives. The 2019 Hillenbrand forecast resulted from Hillenbrand's annual plan and quarterly forecast update process. The 2020 to 2023 Hillenbrand forecasts resulted from Hillenbrand's strategic and financial planning process, and reflect more general market-level forecasts primarily driven by market growth rate projections (based on both internal and publicly available financial data) and commercial initiatives, as well as anticipated productivity and cost reduction initiatives. The underlying assumptions used in the strategic and financial planning process are generally based on information and market factors known to Hillenbrand management in the spring of 2018.

        Hillenbrand used certain financial measures in the Hillenbrand forecasts that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Hillenbrand believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Hillenbrand's competitors and may not be directly comparable to similarly titled measures of Hillenbrand's competitors or other companies due to potential differences in the exact method of calculation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP.

        The following is a summary of the Hillenbrand forecasts (based on Hillenbrand's fiscal year ended September 30, in millions):

 
  FY 2019E   FY 2020E   FY 2021E   FY 2022E   FY 2023E  

Consolidated Revenue

  $ 1,811   $ 1,844   $ 1,894   $ 1,951   $ 1,992  

Consolidated Adjusted EBITDA (non-GAAP)(1)

  $ 304   $ 330   $ 352   $ 379   $ 397  

Consolidated Depreciation

  $ 27   $ 27   $ 28   $ 28   $ 28  

Consolidated Amortization

  $ 30   $ 31   $ 32   $ 32   $ 32  

Consolidated Adjusted EBIT (non-GAAP)

  $ 247   $ 272   $ 293   $ 320   $ 337  

Consolidated Capital Expenditures

  $ 34   $ 34   $ 34   $ 32   $ 33  

Change in Net Working Capital

  $ (50 ) $ (7 ) $ (0 ) $ (11 ) $ 9  

(1)
Adjustments include business acquisition, development, and integration costs, restructuring and restructuring related charges, and purchase accounting adjustments for inventory step-up and backlog amortization.

Important Information Concerning the Forecasts

        The summary of the forecasts is included in this proxy statement/prospectus solely to give Milacron's stockholders access to certain financial forecasts that were made available to the Milacron Board, Barclays and Hillenbrand, and is not being included in this proxy statement/prospectus to influence any Milacron stockholder's decision whether to vote in favor of the merger or for any other purpose. The inclusion of the forecasts in this proxy statement/prospectus does not constitute an admission or representation by Milacron or Hillenbrand that the information is material. The forecasts

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are forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 34 of this proxy statement/prospectus.

        Except as described above, the Milacron forecasts and the Hillenbrand forecasts were generated by Milacron and Hillenbrand, respectively, solely for internal use by Milacron, Hillenbrand or their financial advisors. The forecasts were not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements or GAAP. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures included in the Milacron forecasts or Hillenbrand forecasts in connection with a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not relied upon by Barclays for purposes of its opinion or by the Milacron Board in connection with its consideration of the merger agreement, the merger and the merger consideration. Accordingly, Milacron and Hillenbrand have not provided a reconciliation of the financial measures included in the forecasts to the relevant GAAP financial measures.

        No independent registered public accounting firm provided any assistance in preparing the forecasts. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the forecasts or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the forecasts. The Ernst & Young LLP reports included in Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 relate solely to the historical financial information of Milacron and to an assessment of Milacron's internal controls over financial reporting. The Hillenbrand forecasts included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Hillenbrand's management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Hillenbrand forecasts and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference relates to Hillenbrand's previously issued financial statements. It does not extend to the Hillenbrand forecasts and should not be read to do so.

        By including the forecasts in this proxy statement/prospectus, none of Milacron, Hillenbrand nor any of their respective affiliates or representatives nor any other person or entity has made or makes any representation or warranty to any security holder regarding the information included in the forecasts or the ultimate performance of Milacron, Hillenbrand, the surviving corporation or any of their affiliates compared to the information contained in the forecasts.

        The assumptions and estimates underlying the forecasts, all of which are difficult to predict and many of which are beyond the control of Milacron and Hillenbrand, may not be realized. There can be no assurance that the forecasted results or underlying assumptions will be realized, and actual results likely will differ, and may differ materially, from those reflected in the forecasts, whether or not the merger is completed. None of Milacron, Hillenbrand nor any of their respective affiliates or representatives nor any other person or entity assumes any responsibility to holders of shares of Milacron or Hillenbrand common stock for the accuracy of this information.

        In particular, the forecasts, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Since the forecasts cover multiple years, by their nature, they become subject to greater unpredictability with each successive year. Important factors that may affect actual results and results in the forecasts not being achieved include, but are not limited to, the risk factors described in Milacron's and Hillenbrand's SEC filings, including Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and

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Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018, and each as updated and supplemented by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus entitled "Risk Factors" beginning on page 36 and "Cautionary Note Regarding Forward Looking Statements" beginning on page 34. The forecasts also reflect assumptions as to certain business decisions that are subject to change. The information set forth in the forecasts is not factual and should not be relied upon as being necessarily indicative of actual future results. The forecasts may also differ from published analyst estimates or forecasts. The Milacron forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Milacron contained in Milacron's public filings with the SEC. The Hillenbrand forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Hillenbrand contained in Hillenbrand's public filings with the SEC.

        The forecasts were developed for Milacron and Hillenbrand on a standalone basis without giving effect to the merger, and therefore the forecasts do not give effect to the merger or any changes to Milacron's or Hillenbrand's operations or strategy that may be implemented after the consummation of the merger, including without limitation potential cost synergies to be realized as a result of the merger, or to any costs incurred in connection with merger. Furthermore, the forecasts do not take into account the effect of any failure of the merger to be completed and should not be viewed as accurate or continuing in that context.

        The forecasts summarized in this section were prepared prior to the execution of the merger agreement and have not been updated to reflect any changes after the date they were prepared.

        EXCEPT AS MAY BE REQUIRED BY FEDERAL SECURITIES LAWS, MILACRON AND HILLENBRAND DO NOT INTEND TO UPDATE, AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY TO UPDATE, OR OTHERWISE REVISE, THE ABOVE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR OR NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM) OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

        In light of the foregoing factors and the uncertainties inherent in the forecasts, readers of this proxy statement/prospectus are cautioned not to place undue, if any, reliance on the forecasts.

Interests of Directors and Executive Officers of Milacron in the Merger

        In considering the recommendation of the Milacron Board that stockholders vote "FOR" the merger proposal, stockholders should be aware that Milacron's directors and executive officers have interests in the merger that may be different from, or in addition to, those of Milacron stockholders generally. The Milacron Board was aware of these interests and considered them, among other matters, in approving the merger agreement and recommending that the stockholders adopt the merger agreement and approve the merger.

        The following discussion sets forth certain of these interests in the merger of each person who has served as a director or executive officer of Milacron since January 1, 2018. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

Treatment of Stock Options

        As of August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, one non-employee director of Milacron held 11,991 in-the-money unvested stock options

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and the executive officers of Milacron held an aggregate of 108,752 out-of-the-money unvested stock options.

        Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the per share value of the merger consideration over the per share exercise price of such stock option as of immediately prior to the completion of the merger, divided by (ii) the per share value of the merger consideration. Upon the completion of the merger, each then-outstanding stock option with a per share exercise price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

        Assuming for this purpose that the completion of the merger occurred on August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, the following table provides information regarding the aggregate number of net shares of common stock subject to outstanding unvested stock options held by one non-employee director of Milacron as of such date that will be canceled in exchange for the right to receive the merger consideration upon completion of the merger. All of the unvested stock options held by executive officers of Milacron have a per share exercise price that is greater than the per share value of the merger consideration and will, therefore, be canceled for no consideration.

Name
  Shares Subject to
Unvested Options(1)
  Consideration for
Unvested Options($)(2)
 

James Kratochvil

    7,322     124,840  

(1)
Based on the number of net shares subject to unvested options held as of August 29, 2019.

(2)
Based on (i) the number of net shares subject to unvested options multiplied by (ii) $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.

Treatment of Restricted Share Awards

        As of August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, executive officers of Milacron held an aggregate of 145,771 restricted share awards.

        Upon completion of the merger, each then-outstanding restricted share award that was granted prior to July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such restricted share award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings.

        In the event that Milacron grants restricted share awards following July 12, 2019, any such restricted share awards that remain outstanding immediately prior to the completion of the merger will be converted into restricted share awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such restricted share award as of immediately prior to the completion of the merger and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted restricted share awards will have substantially the same terms and conditions as were

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applicable to such restricted share awards immediately prior to the completion of the merger, except the restricted share awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

        Assuming for this purpose that the completion of the merger occurred on August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, the following table provides information regarding the aggregate number of shares of common stock subject to outstanding restricted share awards held by the executive officers of Milacron as of such date that will be canceled in exchange for the right to receive the merger consideration upon completion of the merger.

Name
  Shares Subject to
Restricted Share
Awards(1)
  Consideration for
Restricted Share
Awards($)(2)
 

Executive Officers

             

Thomas Goeke*

    63,616     1,084,653  

Bruce Chalmers

    53,986     920,461  

Ling An-Heid

        0  

Gerrit Jue

        0  

Mark Miller

    16,961     289,185  

Hugh O'Donnell

    11,208     191,096  

*
Thomas Goeke is both a director and an executive officer

(1)
Based on the number of restricted shares held as of August 29, 2019.

(2)
Based on (i) the number of restricted shares multiplied by (ii) $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.

Treatment of Restricted Stock Units

        As of August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, non-employee directors and executive officers of Milacron held an aggregate of 377,384 RSU awards.

        Upon completion of the merger, each then-outstanding RSU award that vests solely based on the satisfaction of time-based criteria and was granted prior to July 12, 2019 or was granted to a non-employee director of Milacron, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such RSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that the number of shares of Milacron common stock subject to each such RSU award granted to non-employee directors following July 12, 2019 will be prorated based on the number of days elapsed between January 1, 2020 and the date the merger is completed.

        In the event that Milacron grants RSU awards following July 12, 2019, any such RSU awards (other than those granted to non-employee directors) that remain outstanding immediately prior to the completion of the merger will be converted into RSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such RSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted RSU awards will have substantially the same terms and conditions as were applicable to such RSU awards immediately prior to the completion of the

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merger, except the RSU awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

        Assuming for this purpose that the completion of the merger occurred on August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, the following table provides information regarding the aggregate number of shares of common stock subject to outstanding RSU awards held by the non-employee directors and executive officers of Milacron as of such date that will be canceled in exchange for the right to receive the merger consideration upon completion of the merger.

Name
  Shares Subject to
RSU Awards(1)
  Consideration for
RSU Awards($)(2)
 

Directors

             

Ira Boots

    17,706     301,887  

Timothy Crow

    7,791     132,837  

Walters Davis

    7,791     132,837  

James Gentilcore

    7,791     132,837  

Gregory Gluchowski, Jr. 

    7,791     132,837  

James Kratochvil

    7,791     132,837  

David Reeder

    7,791     132,837  

Rebecca Lee Steinfort

    7,791     132,837  

Executive Officers

             

Thomas Goeke*

    107,912     1,839,900  

Bruce Chalmers

    55,603     948,031  

Ling An-Heid

    91,854     1,566,111  

Gerrit Jue

    23,279     396,907  

Mark Miller

    13,267     226,202  

Hugh O'Donnell

    13,226     225,503  

*
Thomas Goeke is both a director and an executive officer

(1)
Based on the number of RSU awards held as of August 29, 2019.

(2)
Based on (i) the number of RSU awards multiplied by (ii) $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.

Treatment of Performance Stock Units

        As of August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, executive officers of Milacron held an aggregate of 397,659 PSU awards (assuming achievement of the applicable performance metrics at target levels).

        Upon completion of the merger, each then-outstanding PSU award (i.e., a restricted stock unit that vests in whole or in part based on the satisfaction of performance-based criteria) that was granted prior July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such PSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that, in the case of a PSU award subject to unsatisfied performance conditions for a performance period that includes the date the merger is completed, for purposes of calculating the payment of the merger consideration, the number of shares

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of common stock subject to such PSU award will be determined as though such performance conditions were satisfied at the applicable target level of performance.

        In the event that Milacron grants PSU awards following July 12, 2019, any such PSU awards that remain outstanding immediately prior to the completion of the merger will be converted into Hillenbrand PSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such PSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted PSU awards will have substantially the same terms and conditions as were applicable to such PSU awards immediately prior to the completion of the merger, provided that the board of directors of Hillenbrand, or a committee thereof, may adjust the performance-based vesting conditions applicable to such awards to reflect the merger. The PSU awards will also be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

        Assuming for this purpose that the completion of the merger occurred on August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, the following table provides information regarding the aggregate number of shares of common stock subject to outstanding PSU awards held by the executive officers of Milacron as of such date that will be canceled in exchange for the right to receive the merger consideration upon completion of the merger.

Name
  Shares Subject to
PSU Awards(1)
  Consideration for
PSU Awards($)(2)
 

Executive Officers

             

Thomas Goeke*

    212,037     3,615,231  

Bruce Chalmers

    90,471     1,542,531  

Ling An-Heid

    46,383     790,830  

Gerrit Jue

    22,275     379,789  

Mark Miller

    13,267     226,202  

Hugh O'Donnell

    13,226     225,503  

*
Thomas Goeke is both a director and executive officer

(1)
Based on the number of PSU awards held as of August 29, 2019, assuming applicable performance conditions were satisfied at target level of performance.

(2)
Based on (i) the number of PSU awards multiplied by (ii) $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.

Treatment of Stock Appreciation Rights

        As of August 29, 2019, the last practicable date before the filing of this proxy statement/prospectus, none of the non-employee directors and executive officers of Milacron held any outstanding SARs.

Future Milacron Equity Grants

        If the completion of the merger has not occurred by March 1, 2020, Milacron may make annual grants of Milacron equity awards to employees of Milacron and its subsidiaries in the ordinary course of business consistent with past practice, which are referred to as the 2020 equity awards; provided that (i) the target grant date value of the 2020 equity awards may not exceed $5,000,000 in the aggregate; (ii) the target grant date value of the 2020 equity awards granted to executive officers of Milacron and

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its subsidiaries may not exceed $1,000,000 in the aggregate; and (iii) the 2020 equity awards will have terms and conditions that are substantially similar to the terms and conditions of Milacron's 2019 fiscal year annual equity awards, except that each 2020 equity award will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger with respect to a prorated portion of the next tranche scheduled to vest.

        In addition, if the completion of the merger does not occur prior to February 1, 2020, Milacron may make an annual grant of RSU awards to its non-employee directors in the ordinary course of business consistent with past practice, which are referred to as the 2020 director equity awards; provided that, with respect to the non-executive chairman of Milacron's board of directors, the grant date value of the 2020 director equity awards may not exceed $250,000, and with respect to each non-employee director other than the non-executive chairman of Milacron's board of directors, the grant date value of the 2020 director equity awards may not exceed $110,000.

Potential Severance Payments Upon a Qualifying Termination Following Completion of the Merger

        Milacron's executive officers are entitled to the following severance payments and benefits or notice periods under their respective employment agreements or, with respect to Messrs. Chalmers, Miller and O'Donnell, their severance agreements. For information regarding the value of potential severance payments and benefits or notice periods that may become payable to named executive officers of Milacron pursuant to their respective employment or severance agreements, please refer to the section below captioned "—Quantification of Potential Payments."

        If Mr. Goeke's employment is terminated either by Milacron without "cause" (other than by reason of death or disability) or by Mr. Goeke for "good reason," Mr. Goeke will receive the following severance payments and benefits, subject to his execution and nonrevocation of a release of claims: (i) 200% of his annual base salary as then in effect, payable in equal installments over a period of 22 months commencing on the first payroll date following the 60th day after his termination date; (ii) 200% of the greater of (x) his annual bonus for the year prior to the date of termination or (y) his annual bonus for the year of termination calculated at the target level, payable in equal installments over a period of 22 months commencing on the first payroll date following the 60th day after his termination date; (iii) the prorated amount of his annual cash bonus for the year of termination, based on audited year-end results for such year and payable when bonuses are normally paid to employees; and (iv) 18 months of the cost of health insurance coverage under COBRA. The foregoing severance payments and benefits are conditioned upon Mr. Goeke's continued compliance with applicable restrictive covenants, as described below.

        For purposes of the employment agreement with Mr. Goeke, "cause" generally means: (i) a material breach of the agreement or any Milacron policy; (ii) conviction or plea of no contest to certain crimes; (iii) willful misconduct which is or could reasonably be expected to be materially injurious to Milacron's business reputation or finance condition; or (iv) intentional acts involving dishonesty or violence which is or could reasonably be expected to be materially injurious to Milacron's business reputation or financial condition.

        For purposes of Mr. Goeke's employment agreement, "good reason" generally means resignation by Mr. Goeke based on any of: (i) a material reduction in his base salary, unless agreed to in writing; (ii) delivery by Milacron of a notice of non-renewal of his employment term; (iii) a material reduction in Mr. Goeke's authority, duties, or responsibilities; (iv) a requirement for Mr. Goeke to report to a corporate officer or employee rather than directly to Milacron's board of directors; (v) a change in the geographic location where Mr. Goeke is required to perform his duties of more than 100 miles (one

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way) from Milacron's current headquarters in Cincinnati, Ohio, other than required travel; or (vi) any other action or inaction that constitutes a material breach by Milacron of the agreement.

        Mr. Goeke's employment agreement provides that to the extent any payments or benefits received by Mr. Goeke would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax, the payments or benefits will be reduced to the extent necessary to avoid imposition of the excise tax, less applicable income taxes, but only to the extent such reduction results in an amount, on an after-tax basis, that is greater than or equal to the full amount of the payments to be provided, less the excise tax and applicable income taxes.

        Mr. Goeke's employment agreement contains standard confidentiality provisions and non-solicitation and non-competition covenants that run for a period of 18 months following the date of termination.

        If Messrs. Chalmers', Miller's or O'Donnell's employment is terminated either by Milacron without "cause" (other than by reason of death or disability) or by such executive for "good reason," he will receive the following severance payments and benefits, subject to his execution and nonrevocation of a release of claims: (i) 18 months of his annual base salary as then in effect, payable in equal installments over a period of 18 months commencing on the first payroll date following the 60th day after his termination date; (ii) to the extent provided in Milacron's bonus plan for the year of termination, the prorated amount of his annual cash bonus for the year of termination, based on actual audited year-end results for such year and payable when bonuses are normally paid to employees; and (iii) 18 months of the cost of health insurance under COBRA. The foregoing severance payments and benefits are conditioned upon Messrs. Chalmers', Miller's and O'Donnell's continued compliance with applicable restrictive covenants, as described below.

        For purposes of Messrs. Chalmers', Miller's and O'Donnell's severance agreements, "cause" generally means termination of the executive's employment by Milacron because: (i) he has committed a deliberate and premeditated act against the interests of Milacron; (ii) his conviction, plead guilty or nolo contendere to a felony or crime involving moral turpitude; (iii) his failure to perform or neglect of material duties incident to his employment or other engagement with Milacron on a regular basis that has continued for a period of twenty days after written notice by Milacron; (iv) his chronic absence from work; (v) his refusal to obey a lawful resolution or direction by the Board which is consistent with the duties incident to his employment that has continued for more than twenty days after written notice; (vi) his breach of any material term of the severance agreement or certain other agreements that he is a party to; or (vii) his unlawful use or possession of illegal drugs or habitual drunkenness on Milacron's premises.

        For purposes of Messrs. Chalmers', Miller's and O'Donnell's severance agreements, "good reason" generally means resignation by Messrs. Chalmers, Miller or O'Donnell based on: (i) any material reduction in his annual base salary, other than a less than 10% reduction applicable to Milacron executives generally; (ii) a material reduction in his authority, duties, or responsibilities; or (iii) he is required to relocate to a different principal place of business that is located more than 100 miles (one way) away from Milacron's headquarters in Cincinnati, Ohio.

        Messrs. Chalmers', Miller's and O'Donnell's severance agreements provide that to the extent any payments or benefits received by Messrs. Chalmers, Miller or O'Donnell would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax, the payments or benefits will be reduced to the extent necessary to avoid imposition of the excise tax, less applicable income taxes.

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        Messrs. Chalmers', Miller's and O'Donnell's severance agreements contain standard confidentiality provisions and non-solicitation and non-competition covenants that run for a period of 18 months following the date of termination.

        As set forth above, for information regarding the value of potential severance payments and benefits or notice periods that may become payable to Messrs. Chalmers and Miller pursuant to their respective severance agreements, please refer to the section below captioned "—Quantification of Potential Payments." The aggregate value of potential severance payments and benefits to Mr. O'Donnell is $549,150, which consists of (i) $450,000 representing 18 months of his annual base salary, (ii) $99,041, representing the prorated amount of his annual cash bonus for the year of termination, assuming solely for purposes of this disclosure that actual audited year-end results for such year will be at target level of performance, and (iii) $109, representing the value of 18 months of the cost of his health insurance coverage under COBRA.

        If Ms. An-Heid's employment is terminated by Milacron without "cause," she will receive the following cash payments: (i) all payments or entitlements to which she is entitled pursuant to the Ontario Employment Standards Act, 2000 as amended, including eight weeks' notice of termination or, at Milacron's option, pay in lieu of notice and severance pay, if applicable; (ii) subject to her continued compliance with restrictive covenants, as described below, four additional weeks of notice for each fully completed year of employment up to a maximum of 70 additional weeks, or at Milacron's option, pay in lieu of notice; and (iii) during the statutory notice period, Milacron will continue to pay its share of the premiums to continue her coverage under Milacron's Group Insurance Benefits Program, excluding long-term disability insurance, group life insurance, accidental death and dismemberment insurance and out of province medical coverage.

        For purposes of Ms. An-Heid's employment agreement, "cause" generally includes (i) unsatisfactory performance, (ii) time theft, (iii) dishonesty, (iv) insubordination, (v) serious misconduct, (vi) a false statement on either her resume or employment application, (vii) any material breach of the employment agreement, as determined in Milacron's sole discretion, (viii) any willful or reckless violation of an established company rule of Milacron, (ix) paying, offering or promising to pay or authorizing payment to any public or private third party to secure an improper benefit, and (x) any other act, omission or circumstance recognized by law as cause for termination.

        Ms. An-Heid's employment agreement contains standard confidentiality provisions and non-solicitation and non-competition covenants that run for a period of one year following the date of termination.

        Under Mr. Jue's employment agreement, he is entitled to certain termination payments if he is terminated by Milacron prior to age 65 upon circumstances other than due to "urgent reasons" or "weighty reasons" under the Dutch Civil Code or if he terminates his employment and can reasonably demonstrate that it cannot be expected for him in all reasonableness to stay with Milacron. Specifically, he will be entitled to two years of salary (less any amounts that may have been due pursuant to his contractual notice period of 12 months), including holiday allowance and pension premiums, and the value of private use of a company car for two years.

        Mr. Jue's employment agreement contains standard confidentiality provisions.

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Transaction Bonuses

        In connection with the approval of the merger agreement, Milacron approved two transaction bonus pools, which may be payable to employees who are employed by Milacron as of immediately prior to the completion of the merger (including Milacron's executive officers), which are referred to as eligible employees. The first transaction bonus pool of $2,500,000 may be paid to such eligible employees in Milacron's sole discretion, provided that (i) no transaction bonus payment may be made to any eligible employee who is otherwise eligible to receive payments (including the value of Milacron equity or equity-based awards and any severance payment or benefits) in connection with the consummation of the merger that equal or exceed $150,000 in the aggregate and (ii) no transaction bonus (or series of transaction bonuses) granted to any eligible employee may exceed, in the aggregate, 25% of such eligible employee's annual base salary. The second transaction bonus pool of $2,500,000 may be paid to such eligible employees in Milacron's sole discretion after prior consultation with Hillenbrand, whose recommendations Milacron will consider in good faith. Any eligible employee who receives a transaction bonus pursuant to the second bonus pool will not be eligible to receive a transaction bonus pursuant to the first transaction bonus pool, absent prior consent from Hillenbrand. The transaction bonuses are expected to be paid to such eligible employees at or immediately preceding the completion of the merger.

        As of the date of this proxy statement/prospectus, Milacron has not determined the value of transaction bonuses, if any, to be paid to Milacron's executive officers.

Prorated Target Bonuses; Ordinary Course Bonuses

        In the event that the merger is completed on or prior to December 31, 2019, Milacron shall have the right to pay, immediately prior to the completion of the merger, annual cash bonuses in respect of its 2019 fiscal year under its cash bonus plans and cash incentive plans to its employees who participate in such plans (including Milacron's executive officers), which, for each participant, shall be (i) based on target performance and (ii) prorated based on the number of days elapsed during the period commencing on January 1, 2019 and ending on the date of the completion of the merger. For information regarding the value of the prorated target bonuses that may become payable to named executive officers of Milacron, please refer to the section below captioned "—Quantification of Potential Payments." Assuming that the completion of the merger occurs on August 29, 2019, which is the last practicable date prior to the filing of this proxy statement, Mr. O'Donnell will be eligible to receive a prorated target bonus upon the completion of the merger equal to $99,041 to the extent not duplicative of any prorated bonus payment that becomes payable pursuant to his severance agreement, as described under the section above captioned "—Potential Severance Payments Upon a Qualifying Termination Following Completion of the Merger."

        In the event that the merger is completed after December 31, 2019, Milacron will determine and pay annual cash bonuses in respect of its 2019 fiscal year under its cash bonus plans and cash incentive plans in the ordinary course of business and consistent with past practice based on actual performance through December 31, 2019. Milacron's board of directors will make the determination regarding the level of achievement of the performance goals in good faith and consistent with past practice with respect to the methodology used to determine such level of achievement of performance goals, subject to prior consultation with Hillenbrand.

Benefits Continuation Pursuant to the Merger Agreement

        For the period beginning at the completion of the merger and ending on the one-year anniversary of the completion of the merger, employees who are actively employed by Milacron or any of its subsidiaries immediately prior to the completion of the merger (including Milacron's executive officers) will be provided by Hillenbrand or any of its subsidiaries, for so long as such employees remain

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employees of Hillenbrand or any of its subsidiaries, with compensation and benefits that are no less favorable in the aggregate than the compensation (excluding any equity or equity-based compensation, retention, change of control, transaction or similar bonuses and nonqualified deferred compensation) and benefits (excluding any defined benefit pension plan or retiree medical benefits) being provided by Milacron or its subsidiaries to such employees immediately prior to the completion of the merger.

Indemnification and Insurance

        The parties have agreed that all rights, existing at the date of the merger agreement, to indemnification, exculpation from liabilities and advancement of expenses for acts or omissions occurring at or prior to the completion of the merger existing in favor of any indemnified persons (as defined in "The Merger Agreement—Covenants and Agreements—Directors' and Officers' Indemnification and Insurance" beginning on page 122) as provided in (i) the second amended and restated certificate of incorporation of Milacron, (ii) the amended and restated bylaws of Milacron, (iii) the organizational documents of any applicable subsidiary of Milacron in effect on the date of the merger agreement at which such indemnified person served as a director or officer, as applicable, or (iv) any indemnification agreement, employment agreement or other agreement made available to Hillenbrand, containing any indemnification provisions between such indemnified person, on the one hand, and Milacron and its subsidiaries, on the other hand, will survive the merger in accordance with their terms.

        In addition, for six years after the completion of the merger, Hillenbrand and the surviving corporation will indemnify and hold harmless all indemnified persons with respect to acts or omissions occurring at or prior to the completion of the merger to the fullest extent that the Milacron or its applicable subsidiary would be permitted to do so by the applicable law of organization of the applicable entity.

        Prior to the completion of the merger, Milacron will, or if Milacron is unable to, Hillenbrand will cause the surviving corporation as of the completion of the merger to, use reasonable best efforts to obtain and fully pay the premium for a noncancelable extension of the directors' and officers' liability coverage of Milacron's existing directors' and officers' insurance policies and Milacron's existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the completion of the merger with respect to any claim related to any period of time at or prior to the completion of the merger (provided that the premium payable for such "tail" insurance policy may not exceed 300% of the premium amount per annum that Milacron paid in its last full fiscal year).

Quantification of Potential Payments

        The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation that will or may be paid or become payable to each of Milacron's named executive officers and that is based on or otherwise relates to the merger. This compensation is sometimes referred to as "golden parachute" compensation. The amounts set forth in the tables below are based on payments and benefits that may become payable under the terms of the employment agreements and severance agreements or pursuant to the terms of the transaction agreement or other arrangements. The terms and conditions of the employment agreements and severance agreements are described under the heading "—Potential Severance Payments Upon a Qualifying Termination Following Completion of the Merger," the terms and conditions of the prorated target bonuses payable pursuant to the merger agreement are described under the heading "—Prorated Target Bonuses; Ordinary Course Bonuses" and the treatment of equity awards under the transaction agreement is described under the headings "—Treatment of Restricted Share Awards;—Treatment of Restricted Stock Units; and—Treatment of Performance Stock Units," which are incorporated herein by reference.

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        The amounts listed below are estimates based on assumptions that may or may not actually occur, including the assumption that (i) the closing of the transaction occurs on August 29, 2019, which is the last practicable date prior to the filing of this proxy statement, (ii) each named executive officer will experience a qualifying termination at the effective time, (iii) the value of the merger consideration is equal to $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019 and (iv) no reduction of payments or benefits is applied to avoid the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax. The actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below.

        A qualifying termination includes (i) for Messrs. Goeke, Chalmers and Miller, a termination of employment either by Milacron without "cause" or by the named executive officer for "good reason," (ii) for Ms. An-Heid, a termination of employment by Milacron without "cause" and (iii) for Mr. Jue, a termination of employment by Milacron prior to age 65 upon circumstances other than due to "urgent reasons" or "weighty reasons" under the Dutch Civil Code or by Mr. Jue if he can reasonably demonstrate that it cannot be expected for him in all reasonableness to stay with Milacron, in each case, as described under the heading "—Potential Severance Payments Upon a Qualifying Termination Following Completion of the Merger."


Golden Parachute Compensation

Named Executive Officer
  Cash ($)(1)   Equity ($)(2)   Perquisites/
Benefits ($)(3)
  Other ($)(4)   Total ($)(5)  

Thomas Goeke

  $ 4,105,701   $ 6,539,784   $ 31,641         $ 10,677,126  

Bruce Chalmers

  $ 1,115,521   $ 3,411,023   $ 38,076         $ 4,564,620  

Ling An-Heid(6)

  $ 1,106,152   $ 2,356,941   $ 4,056         $ 3,467,149  

Gerrit Jue(7)

  $ 1,150,632   $ 776,696   $         $ 1,927,328  

Mark Miller

  $ 585,644   $ 741,589   $ 30,837         $ 1,358,070  

(1)
Amounts shown reflect, as applicable, the value of cash severance payments payable under the applicable named executive officer's employment agreement or severance agreement. For Mr. Goeke, the amount in this column represents cash severance payments consisting of (i) $1,762,000 representing 200% of his annual base salary, (ii) $1,762,000 representing 200% of the greater of (x) his annual bonus for the year prior to the date of termination or (y) his annual bonus for the year of termination calculated at the target level and (iii) $581,701 representing the prorated amount of his annual cash bonus for the year of termination, assuming solely for purposes of this disclosure that the audited year-end results for such year will be at target level of performance. For Messrs. Chalmers and Miller, the amount in this column represents cash severance payments consisting of (i) $825,000 and $480,000, respectively, representing 18 months of the named executive officer's annual base salary and (ii) $290,521 and $105,644, respectively, representing the prorated amount of the named executive officer's annual cash bonus for the year of termination, assuming solely for purposes of this disclosure that actual audited year-end results for such year will be at target level of performance. For Ms. An-Heid, the amount in this column represents (i) cash severance payments consisting of (a) $64,010 representing the value of all payments or entitlements to which she is entitled pursuant to the Ontario Employment Standards Act, 2000 as amended, including eight weeks' notice of termination and (b) $768,117 representing the value of four additional weeks of notice for each fully completed year of employment up to a maximum of 70 additional weeks, and (ii) $274,025 representing the value of her prorated target bonus for the 2019 fiscal year payable pursuant to the terms of the merger agreement. In addition, if Ms. An-Heid's employment with Milacron is terminated and she executes a release of claims in favor of Milacron, Milacron may provide her an additional one week of base salary in the amount of $8,001. For Mr. Jue, the amount in this column represents (i) cash severance payments

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(2)
Amounts shown reflect the value provided in respect of unvested Milacron restricted share awards, RSU awards, and PSU awards, as more fully described above under the headings "—Treatment of Restricted Share Awards;—Treatment of Restricted Stock Units; and—Treatment of Performance Stock Units." All amounts included in this column are single-trigger benefits in that they will only be paid upon the completion of the merger. The equity payments described in this column include the following components:
Name
  Milacron
Restricted Share
Awards ($)(a)
  Milacron RSU
Awards ($)(a)
  Milacron PSU
Awards ($)(a)
  Total ($)  

Thomas Goeke

  $ 1,084,653   $ 1,839,900   $ 3,615,231   $ 6,539,784  

Bruce Chalmers

  $ 920,461   $ 948,031   $ 1,542,531   $ 3,411,023  

Ling An-Heid

  $ 0   $ 1,566,111   $ 790,830   $ 2,356,941  

Gerrit Jue

  $ 0   $ 396,907   $ 379,789   $ 776,696  

Mark Miller

  $ 289,185   $ 226,202   $ 226,202   $ 741,589  

(a)
Calculated by multiplying (i) the number of shares subject to unvested restricted share awards, RSU awards or PSU awards, as applicable, by (ii) $17.05, which was Milacron's average per share closing market price over the first five business days following the first public announcement of the merger on July 12, 2019.
(3)
Amounts shown for each named executive officer other than Mr. Jue reflect the value of health and welfare continuation coverage following a qualifying termination of employment. For Messrs. Goeke, Chalmers and Miller, the amount in this column represents the value of 18 months of the cost of health insurance coverage under COBRA. For Ms. An-Heid, the amount in this column represents the value of Milacron's share of the premiums to continue her coverage under Milacron's Group Insurance Benefits Program during the statutory notice period, excluding long-term disability insurance, group life insurance, accidental death and dismemberment insurance and out of province medical coverage. Mr. Jue's employment agreement does not provide for health and welfare continuation coverage following termination of employment. The amounts included in this column are double-trigger benefits that will be paid upon a qualifying termination of employment.

(4)
As of the date of this proxy statement/prospectus, Milacron has not determined the value of transaction bonuses, if any, to be paid to Milacron's executive officers. Any one of the named executive officers may be eligible to receive a transaction bonus of up to $2,500,000. However, Milacron expects the actual transaction bonuses payable to the named executive officers to be lower than this maximum amount. Any transaction bonuses that may be made to each named executive officer are single-trigger benefits in that they will only be paid upon the completion of the merger.

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(5)
Amounts shown for each named executive officer would be increased by any transaction bonus as described in footnote (4) to this table, to the extent a named executive officer receives such a transaction bonus.

(6)
Values have been converted from CAD to U.S. dollars at the August 29, 2019 exchange rate of 1.329978 CAD per $1.00 USD, obtained at www.x-rates.com.

(7)
Values have been converted from Euros to U.S. dollars at the August 29, 2019 exchange rate of 0.904296 EURO per $1.00 USD, obtained at www.x-rates.com.

Director and Officer Indemnification

        Under the merger agreement, certain indemnification and insurance rights exist in favor of Milacron's current and former directors and officers. See "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger—Indemnification and Insurance" beginning on page 92 for information about these rights.

Financing of the Merger and Treatment of Existing Debt

        In connection with the merger, Hillenbrand currently intends to pay off Milacron's existing term loan facility totaling approximately $833 million as of June 30, 2019.

        Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand estimates that $1.7 billion will be required to pay the aggregate cash portion of the merger consideration, to pay off Milacron's existing debt and to pay fees and expenses relating to the merger and the financing. In connection with the proposed transaction, Hillenbrand entered into a commitment letter on July 12, 2019, pursuant to which JPMorgan Chase Bank, N.A. committed to fully provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt upon completion of the merger, and pay fees, costs and expenses associated with the transaction with available cash, as well as, (i) approximately $375 million in aggregate principal amount of unsecured 4.500% senior notes due 2026 issued in an underwritten public offering completed on September 25, 2019 and (ii) borrowings under its third amended and restated credit agreement, as most recently amended on October 8, 2019, in the form of approximately $725 million of new term loan debt and approximately $638.1 million of borrowings under Hillenbrand's revolving credit facility, each of which are described in greater detail below. The commitments under the bridge facility commitment letter have been reduced to zero with the commitments for such term loans and with the proceeds from such securities offering, and the bridge facility commitment letter has been terminated.

4.500% Senior Notes due 2026

        On September 25, 2019, Hillenbrand completed its previously announced underwritten public offering (the "Offering") of $375,000,000 in aggregate principal amount of 4.500% Senior Notes due 2026 (the Notes"). The Notes were issued under an Indenture, dated July 9, 2010 (the "Base Indenture"), between Hillenbrand and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a Supplemental Indenture No. 3, dated September 25, 2019, among Hillenbrand, the subsidiary guarantors party thereto and the Trustee (the "Third Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes are senior unsecured obligations of Hillenbrand.

        Interest is payable on the Notes on March 15 and September 15 of each year beginning on March 15, 2020, until their maturity date of September 15, 2026. Hillenbrand may redeem the Notes at any time in whole, or from time to time in part, prior to July 15, 2026 (two months prior to the maturity date of Notes), at its option at the "make-whole" redemption price. Hillenbrand may also redeem the Notes at any time in whole, or from time to time in part, on and after July 15, 2026

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(two months prior to the maturity date of the Notes) at its option at a price equal to 100% of the principal amount of the Notes being redeemed. In any case, Hillenbrand will also pay accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

        Subject to certain limitations, in the event of a change of control repurchase event, Hillenbrand will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to but excluding the date of repurchase. Additionally, if Hillenbrand does not consummate the merger, the Notes will be subject to a special mandatory redemption at a price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but not including, the special mandatory redemption date.

        The Notes are fully and unconditionally guaranteed on an unsecured senior basis by each of its subsidiaries that provide guarantees under Hillenbrand's Credit Agreement (as defined below). The Indenture also contains certain limitations on Hillenbrand's ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.

Term Loan and Revolving Borrowings

        In connection with the merger, Hillenbrand entered into a Third Amended and Restated Credit Agreement, dated as of August 28, 2019 (as amended on October 8, 2019, the "Credit Agreement") among Hillenbrand, as a borrower, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. The Credit Agreement provides for: (i) a revolving credit facility of up to $900 million (which may be expanded, subject to the approval of the lenders providing the additional loans, by an additional $450 million) in an aggregate principal amount (the "Revolver"), (ii) a five-year term loan facility in an aggregate principal amount of up to $500 million (the "Term A-1 Loan Facility") and (iii) a three-year term loan facility in an aggregate principal amount of up to $225 million (the "Term A-2 Loan Facility," and, together with the Term A-1 Loan Facility, the "Term Loan Facilities").

        The term loan lenders' commitments to advance five-year term loans (upon funding, the "Term A-1 Loans") and three-year term loans (upon funding, the "Term A-2 Loans"; the Term A-1 Loans, together with the Term A-2 Loans, the "Term Loans") to Hillenbrand under the Term Loan Facilities are subject to customary closing conditions, including the concurrent closing of the merger.

        The Term A-1 Loans will mature on the fifth anniversary of the date on which they are borrowed, subject to quarterly amortization payments (equal to 5% of the original principal amount of the Term A-1 Loans in each of years 1 and 2, 7.5% in each of years 3 and 4, and 10% in year 5). The Term A-2 Loans will mature on the third anniversary of the date on which they are borrowed, subject to quarterly amortization payments (equal to 5% of the original principal amount of the Term A-2 Loans in each of years 1 and 2 and 7.5% in year 3).

        The Term Loans will, once borrowed, accrue interest, at the Company's option, at the LIBO Rate or the Alternate Base Rate (each as defined in the Credit Agreement) plus a margin based on the Company's leverage ratio, (i) ranging from 1.00% to 1.75% for Term A-1 Loans bearing interest at the LIBO Rate and 0.0% to 0.75% for Term A-1 Loans bearing interest at the Alternate Base Rate and (ii) ranging from 0.875% to 1.625% for Term A-2 Loans bearing interest at the LIBO Rate and 0.0% to 0.625% for Term A-2 Loans bearing interest at the Alternate Base Rate.

        The Term Loans and Revolver are subject to substantially the same affirmative and negative covenants, and events of default, as those under Hillenbrand's previously existing credit facility, and the Term Loan and Revolver are guaranteed by the material domestic subsidiaries of Hillenbrand, subject to certain exceptions.

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Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act without the imposition of a burdensome divestiture condition. Hillenbrand and Milacron each filed their respective HSR Act notification forms on July 26, 2019 and the waiting period under the HSR Act expired at 11:59 p.m. on August 26, 2019.

        Completion of the merger is further subject to notification or receipt of certain other regulatory approvals, including notification, clearance and/or approval in Austria, Germany, Poland, Canada and China. In addition, regulatory approvals may be solicited and filings may be made in certain other jurisdictions. The parties received the necessary regulatory approvals in Austria on September 6, 2019, in Germany on August 28, 2019, in Poland on September 27, 2019, in Canada on September 4, 2019, and in China on September 16, 2019.

        At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Timing of the Merger

        The transaction is expected to be completed in the fourth quarter of calendar year 2019. Neither Hillenbrand nor Milacron can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals.

        See "The Merger Agreement—Conditions to the Merger" beginning on page 124.

Material U.S. Federal Income Tax Consequences

        The following is a discussion of the material U.S. federal income tax consequences of the merger to U.S. holders and non-U.S. holders (each as defined below) of Milacron common stock who hold their stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). The summary is based on the Code, the U.S. Treasury Regulations promulgated under the Code, and administrative rulings and court decisions in effect as of the date of this proxy statement/prospectus, all of which are subject to change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

        This summary is not a complete description of all the tax consequences of the merger and, in particular, does not address the U.S. federal income tax considerations applicable to holders of Milacron common stock who are subject to special treatment under U.S. federal income tax law (including, for example, partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, dealers in securities, insurance companies, tax-exempt entities or governmental organizations, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, U.S.

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expatriates, former long-term residents of the United States, U.S. holders whose functional currency is not the U.S. dollar, tax-qualified retirement plans, holders deemed to hold Milacron common stock under the constructive sale provisions of the Code, holders who acquired Milacron common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation and holders who hold Milacron common stock as part of a hedge, straddle, conversion or other integrated transaction). In addition, no information is provided with respect to the tax consequences of the merger under the U.S. federal estate, gift, Medicare, and alternative minimum tax laws, or any applicable state, local, or non-U.S. tax laws. This summary does not address the tax consequences to holders of Milacron common stock who exercise appraisal rights in connection with the merger under the DGCL or the tax consequences of any transaction other than the merger.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of Milacron common stock that is, for U.S. federal income tax purposes, (1) a citizen or individual resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (4) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. A "non-U.S. holder" means a beneficial owner of Milacron common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Milacron common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Milacron common stock, and any partners in such partnership, should consult their own independent tax advisors regarding the tax consequences of the merger to their specific circumstances.

        The tax consequences of the merger will depend on your specific situation. You should consult your own tax advisors as to the U.S. federal income tax consequences of the merger to you in light of your particular circumstances, as well as the applicability and effect of the alternative minimum tax and any state, local, and non-U.S. income or other tax laws and of any changes in those laws.

Consequences to U.S. Holders

        The receipt of the merger consideration by U.S. holders in exchange for shares of Milacron common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives the merger consideration in exchange for shares of Milacron common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Hillenbrand common stock plus the amount of cash received and (2) the U.S. holder's adjusted tax basis in its Milacron common stock exchanged therefor.

        Such gain or loss will be capital gain or loss and, if a U.S. holder's holding period in the shares of Milacron common stock surrendered in the merger is greater than one year as of the date of the merger, will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of Milacron common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Milacron common stock.

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        A U.S. holder's aggregate tax basis in Hillenbrand common stock received in the merger generally will equal the fair market value of the Hillenbrand common stock as of the completion of the merger. The holding period of the Hillenbrand common stock received in the merger generally will begin on the day after the merger.

        Notwithstanding the above, in certain circumstances, the receipt of the cash consideration by U.S. holders of Milacron common stock that also actually or constructively own Hillenbrand common stock may be subject to Section 304 of the Code if holders who own (including by attribution) 50% or more of the Milacron common stock before the merger own (including by attribution), immediately after the merger, 50% or more of the Hillenbrand common stock. If Section 304 of the Code applies to the cash consideration received in the merger, to the extent a U.S. holder would otherwise be treated for U.S. federal income tax purposes as selling Milacron common stock to Hillenbrand for cash, such holder will instead be treated as receiving the cash consideration from Hillenbrand in deemed redemption of shares of Hillenbrand common stock deemed issued to such holder.

        If such deemed redemption is treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code (discussed below under "—Consequences to Non-U.S. Holders"), the deemed redemption would be taxable as a dividend (in an amount equal to the cash consideration received) to the extent of the U.S. holder's allocable share of the earnings and profits of (a) Hillenbrand and (to the extent the cash consideration received by such U.S. holder exceeds the U.S. holder's allocable share of Hillenbrand's current and accumulated earnings and profits) (b) Milacron. The amount of the cash consideration treated as a dividend is not limited by the amount of a U.S. holder's gain with respect to its Milacron common stock. To the extent that the amount of cash consideration exceeds Hillenbrand's and Milacron's current and accumulated earnings and profits, the distribution would first be treated as a tax-free return of capital, causing a reduction in the U.S. holder's adjusted tax basis in its Milacron common stock, and to the extent the amount of the distribution exceeds such tax basis, the excess would be taxed as capital gain recognized on a sale or exchange of such U.S. holder's Milacron common stock. The amount of any such gain would be taxed as described above.

        In the event of such treatment, non-corporate U.S. holders may be eligible for a reduced rate of taxation on any such deemed dividend arising under Section 304 of the Code, subject to exceptions for short-term and hedged positions, while corporate U.S. holders may be treated as receiving an "extraordinary dividend" within the meaning of Section 1059 of the Code. It is not certain whether Section 304 of the Code will apply to the merger, because it is not certain whether shareholders who own (including by attribution) 50% or more of the Milacron common stock before the merger will own (including by attribution) 50% or more of the Hillenbrand common stock immediately after the merger. Further, it may not be possible to establish with certainty following the closing whether or not Section 304 of the Code applied to the merger because the ownership information necessary to make such determination may not be available. In addition, if Section 304 of the Code applies to the merger, because the possibility of dividend treatment depends upon each holder's particular circumstances, including the application of the constructive ownership rules described below under "—Consequences to Non-U.S. Holders," U.S. holders of Milacron common stock that also actually or constructively own Hillenbrand common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances, and any actions that may be taken to mitigate the potential application of such rules.

Consequences to Non-U.S. Holders

        In general, the U.S. federal income tax consequences of the merger to non-U.S. holders will be the same as those described above for U.S. holders, except that, a non-U.S. holder generally will not be

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subject to U.S. federal income tax on any gain recognized on the receipt of the merger consideration in exchange for shares of Milacron common stock pursuant to the merger, unless:

        Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis, at generally applicable U.S. federal income tax rates. Any gain described in the first bullet point above of a non-U.S. holder that is a corporation may also be subject to an additional "branch profits tax" at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty). A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on any gain recognized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. holder, gain recognized by such holder will be subject to U.S. federal income tax on a net income basis, at generally applicable U.S. federal income tax rates.

        As discussed above under "—Consequences to U.S. Holders," if Section 304 of the Code applies to the merger, the cash consideration received in the merger would be treated as having been received in a deemed redemption of shares of Hillenbrand common stock deemed issued. Such deemed redemption generally would be treated as having the effect of a distribution of a dividend if the receipt of the cash consideration by a holder is not "substantially disproportionate" with respect to such holder or is "essentially equivalent to a dividend" under the tests set forth in Section 302 of the Code. The determination of whether a holder's receipt of the cash consideration is not "substantially disproportionate" generally requires a comparison of (x) the percentage of the outstanding stock of Milacron that the holder is deemed actually and constructively to have owned immediately before the merger and (y) the percentage of the outstanding stock of Milacron that is actually and constructively owned by such holder immediately after the merger (including indirectly as a result of owning stock in Hillenbrand and taking into account any shares of Hillenbrand actually and constructively owned by such holder prior to the merger, or otherwise acquired in connection with the transaction). The deemed redemption will generally result in a "substantially disproportionate" exchange with respect to a holder if the percentage described in clause (y) above is less than 80% of the percentage described in clause (x) above. Whether the deemed redemption results in an exchange that is "not essentially equivalent to a dividend" with respect to a holder will depend on such holder's particular circumstances. Generally, if such deemed redemption results in a "meaningful reduction" in the holder's percentage stock ownership of Milacron, as determined by comparing the percentage described in clause (y) above to the percentage described in clause (x) above, such deemed redemption will be considered "not essentially equivalent to a dividend." The IRS has indicated in a revenue ruling that a minority shareholder in a publicly traded corporation will experience a "meaningful reduction" if the minority shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs, and (iii) experiences any reduction in its percentage stock interest. In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned

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by other persons or stock underlying a holder's option to purchase stock, in addition to the stock actually owned by the holder. In addition, as noted above, in applying the "substantially disproportionate" and "not essentially equivalent to a dividend" tests to a holder, sales (or purchases) of Hillenbrand common stock made by such holder (or by persons whose shares are attributed to such holder) in connection with the merger will be taken into account.

        Any amount treated under these rules as a dividend paid to a non-U.S. holder generally would be subject to U.S. withholding tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty, unless such dividend is effectively connected with the non-U.S. holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment of the non-U.S. holder in the United States). Because it may not be certain at the time of closing whether Section 304 of the Code applies to the merger, and because the application of Section 304 of the Code depends on a non-U.S. holder's particular circumstances, withholding agents may not be able to determine whether (or to what extent) a non-U.S. holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any cash merger consideration paid to a non-U.S. holder, unless (i) the withholding agent has established special procedures allowing non-U.S. holders to certify that they are exempt from such withholding tax and (ii) such non-U.S. holders are able to certify that they meet the requirements of such exemption (e.g., because such non-U.S. holders are not treated as receiving a dividend under the Section 302 tests described above). However, there can be no assurance that any withholding agent will establish such special certification procedures. If a withholding agent withholds excess amounts from the cash consideration payable to a non-U.S. holder, such non-U.S. holder may obtain a refund of any such excess amounts by timely filing an appropriate claim with the IRS.

        Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax with respect to any portion of the cash consideration payable to them pursuant to the merger, and the possible desirability of selling their shares of Milacron common stock or Hillenbrand common stock (and considerations relating to the timing of any such sales).

Information Reporting and Backup Withholding

        Payments of cash made in exchange for shares of Milacron common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding. To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an Internal Revenue Service Form W-9, certifying under penalties of perjury that such U.S. holder is a "United States person" (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

        A non-U.S. holder may be subject to information reporting and backup withholding on any cash received in exchange for Milacron common stock pursuant to the merger unless the non-U.S. Holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate Internal Revenue Service Form W-8.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

        The tax consequences of the merger will depend on your specific situation. You should consult your own tax advisor with respect to the U.S. federal income tax consequences of the merger in light of

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your particular circumstances, as well as the applicability and effect of the alternative minimum tax and any state, local, and non-U.S. income or other tax laws and of any changes in those laws.

Accounting Treatment

        Hillenbrand prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Milacron by Hillenbrand under the acquisition method of accounting in accordance with GAAP. Hillenbrand will be treated as the acquiror for accounting purposes.

        All unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus were prepared using the acquisition method of accounting. The final allocation of the purchase price will be determined after the merger is completed and after completion of an analysis to determine the estimated net fair value of Milacron's assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Any decrease in the estimated net fair value of the assets and liabilities of Milacron as compared to the unaudited pro forma information included in this proxy statement/prospectus will have the effect of increasing the goodwill recognized related to the merger.

NYSE Listing; Delisting and Deregistration of Milacron Common Stock

        Prior to the completion of the merger, Hillenbrand has agreed to use its reasonable best efforts to cause the shares of Hillenbrand's common stock to be issued in connection with the merger to be approved for listing on the NYSE. The listing of the shares of Hillenbrand's common stock on the NYSE, subject to official notice of issuance, is also a condition to completion of the merger.

        If the merger is completed, Milacron common stock will cease to be listed on the NYSE and Milacron common stock will be deregistered under the Exchange Act.

Litigation Relating to the Merger

        Following the announcement of the merger, three putative class action complaints were filed by purported stockholders of Milacron. On October 1, 2019, the first putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Sabatini v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01846, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. On October 14, 2019, the second putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Krieger v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01943, against Milacron and the members of the Milacron board of directors. On October 16, 2019, the third putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the Eastern District of New York, captioned Akerman v. Milacron Holdings Corp., et al., Civil Action No. 1:19-cv-05841, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. The complaints in these three cases allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated under the Exchange Act, by omitting or misrepresenting certain allegedly material information in this proxy statement/prospectus. The complaints seek, among other things, injunctive relief preventing the consummation of the merger, rescissory damages or rescission in the event the merger is consummated and plaintiff's attorneys' and experts' fees.

        The defendants believe the allegations and claims asserted in the complaints are without merit. Additional suits arising out of or relating to the transactions may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, Milacron and Hillenbrand will not necessarily announce such additional filings.

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Hillenbrand's Dividend Policy

        The declaration of future dividends following the completion of the merger will be at the discretion of the Hillenbrand Board and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Hillenbrand and other factors deemed relevant by the Hillenbrand Board. While Hillenbrand cannot assure its future financial performance, it anticipates that it will continue to pay dividends on Hillenbrand stock in the foreseeable future. Most recently, Hillenbrand declared a quarterly dividend of $0.21 per Hillenbrand share, which was paid on September 30, 2019 to holders of record on September 16, 2019. Under the merger agreement, prior to the completion of the merger, Hillenbrand may continue to pay its regular quarterly cash dividends in the ordinary course consistent with past practice (subject to increase for quarterly periods occurring on or after October 1, 2019, by no more than $0.01 per share on an annual basis).

Restrictions on Sales of Shares of Hillenbrand Common Stock Received in the Merger

        All shares of Hillenbrand common stock received by Milacron stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act, except for shares of Hillenbrand common stock received by any Milacron stockholder who becomes an "affiliate" of Hillenbrand after completion of the merger (such as Milacron directors or executive officers who become directors or executive officers of Hillenbrand after the merger). This proxy statement/prospectus does not cover resales of shares of Hillenbrand common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

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THE MERGER AGREEMENT

        This section describes the material terms of the merger agreement. The descriptions of the merger agreement in this section and elsewhere in this proxy statement/prospectus are qualified in their entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the entire merger agreement.

Explanatory Note Regarding the Merger Agreement

        The merger agreement is included to provide you with information regarding its terms. Neither the merger agreement nor the summary of its material terms included in this section is intended to provide any factual information about Hillenbrand or Milacron. Factual disclosures about Milacron and Hillenbrand contained in this proxy statement/prospectus and/or in the public reports of Milacron and Hillenbrand filed with the SEC (as described in the section entitled "Where You Can Find More Information" beginning on page 180) may supplement, update or modify the disclosures about Milacron and Hillenbrand contained in the merger agreement. The merger agreement contains representations and warranties and covenants of the parties customary for a merger of this nature. The representations and warranties contained in the merger agreement were made only for purposes of the merger agreement as of the specific dates therein; were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the merger agreement except for the limited purposes expressly set forth therein and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Hillenbrand's or Milacron's public disclosures. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Milacron or Hillenbrand at the time they were made or otherwise.

Structure of the Merger

        The merger agreement provides that, on the terms and subject to the conditions set forth in the merger agreement, and in accordance with the DGCL, at the completion of the merger, Merger Sub will be merged with and into Milacron. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Milacron will continue as the surviving corporation and a direct or indirect wholly owned subsidiary of Hillenbrand. The certificate of incorporation of Milacron, as in effect immediately prior to the completion of the merger, will be amended and restated in its entirety as set forth in Exhibit A to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation. The parties will take all necessary action such that the bylaws of Milacron will be amended and restated at the completion of the merger to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the completion of the merger, except with respect to the name of the surviving corporation, which will be "Milacron Holdings Corp."

Merger Consideration; Fractional Shares

        At the completion of the merger, on the terms and subject to the conditions set forth in the merger agreement, each share of Milacron common stock issued and outstanding immediately prior to

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the completion of the merger (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than the Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) and (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the DGCL) will be converted into the right to receive the merger consideration, which is:

        The fraction of a share of Hillenbrand common stock into which each share of Milacron common stock (other than excluded shares) will be converted is referred to as the exchange ratio.

        No fractional shares of Hillenbrand common stock will be issued in the merger. Each holder of shares of Milacron common stock or equity awards that will convert into the right to receive Hillenbrand common stock and who otherwise would have been entitled to a fraction of a share of Hillenbrand common stock will be entitled to receive, in lieu of such fractional share, an amount of cash (rounded down to the nearest whole cent), without interest, equal to (1) the amount of the fractional share interest in a share of Hillenbrand common stock to which such holder would otherwise be entitled (rounded to three decimal places) multiplied by (2) the volume weighted average trading price of Hillenbrand common stock for the ten consecutive trading days ending on the trading day immediately preceding the date the merger is completed. No such holder of a fractional share interest will be entitled to dividends, voting rights or any other rights in respect of any fractional share.

        Hillenbrand stockholders will continue to own their existing shares of common stock of Hillenbrand, the form of which will not be changed by the transaction.

Treatment of Equity Awards

Treatment of Stock Options

        Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the per share value of the merger consideration over the per share exercise price of such stock option as of immediately prior to the completion of the merger, divided by (ii) the per share value of the merger consideration. Upon the completion of the merger, each then-outstanding stock option with a per share exercise price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Treatment of Restricted Shares

        Upon completion of the merger, each then-outstanding restricted share award that was granted prior to July 12, 2019 will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such restricted share award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings.

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        In the event that Milacron grants restricted share awards following July 12, 2019, any such restricted share awards that remain outstanding immediately prior to the completion of the merger will be converted into restricted share awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such restricted share award as of immediately prior to the completion of the merger and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted restricted share awards will have substantially the same terms and conditions as were applicable to such restricted share awards immediately prior to the completion of the merger, except the restricted share awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Restricted Stock Units

        Upon completion of the merger, each then-outstanding RSU award that vests solely based on the satisfaction of time-based criteria and was granted prior to July 12, 2019 or was granted to a non-employee director of Milacron, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such RSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that the number of shares of Milacron common stock subject to each such RSU award granted to non-employee directors following July 12, 2019 will be prorated based on the number of days elapsed between January 1, 2020 and the date the merger is completed.

        In the event that Milacron grants RSU awards following July 12, 2019, any such RSU awards (other than those granted to non-employee directors) that remain outstanding immediately prior to the completion of the merger will be converted into RSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such RSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted RSU awards will have substantially the same terms and conditions as were applicable to such RSU awards immediately prior to the completion of the merger, except the RSU awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Performance Stock Units

        Upon completion of the merger, each then-outstanding PSU award (i.e., a restricted stock unit that vests in whole or in part based on the satisfaction of performance-based criteria) that was granted prior to July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such PSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that, in the case of a PSU award subject to unsatisfied performance conditions for a performance period that includes the date the merger is completed, for purposes of calculating the payment of the merger consideration, the number of shares of common stock subject to such PSU award will be determined as though such performance conditions were satisfied at the applicable target level of performance.

        In the event that Milacron grants PSU awards following July 12, 2019, any such PSU awards that remain outstanding immediately prior to the completion of the merger will be converted into Hillenbrand PSU awards with respect to a number of shares of Hillenbrand common stock equal to the

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product of (i) the number of shares of Milacron common stock subject to such PSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted PSU awards will have substantially the same terms and conditions as were applicable to such PSU awards immediately prior to the completion of the merger, provided that the board of directors of Hillenbrand, or a committee thereof, may adjust the performance-based vesting conditions applicable to such awards to reflect the merger. The PSU awards will also be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Stock Appreciation Rights

        Upon completion of the merger, each then-outstanding award of SARs with a per share strike price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment equal to the product of (i) the number of shares of Milacron common stock subject to such SAR and (ii) the excess of the per share value of the merger consideration over the per share strike price of such SAR as of immediately prior to the completion of the merger, less applicable tax withholdings. Upon the completion of the merger, each then-outstanding SAR with a per share strike price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Closing and Effectiveness of the Merger

        Unless another time, date or place is agreed by Milacron and Hillenbrand consistent with the DGCL, the closing of the merger will occur at 9:00 a.m. (New York City time) on the date specified by Milacron and Hillenbrand, but in any event no later than the third business day after the date the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The merger will become effective at the time the certificate of merger has been duly filed with the Secretary of State of the State of Delaware (or at such later date and time as may be specified in the certificate of merger).

Conversion of Shares; Exchange of Certificates

        The conversion of shares of Milacron common stock (other than the excluded shares) into the right to receive the merger consideration will occur automatically at the completion of the merger. Each excluded share held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub) will be converted into such number of shares of common stock, par value $0.01 per share, of the surviving corporation such that each such subsidiary will own the same percentage of the surviving corporation immediately following the completion of the merger as such subsidiary owned of Milacron immediately prior to the completion of the merger.

        Prior to the completion of the merger, Hillenbrand will appoint its transfer agent or another agent reasonably acceptable to Milacron as exchange agent and enter into an agreement with the exchange agent reasonably acceptable to Milacron for the purpose of exchanging for the merger consideration (A) certificates representing shares of Milacron common stock or (B) uncertificated shares of Milacron common stock. Promptly after the completion of the merger (but in no event later than the fifth business day after such time), Hillenbrand will send, or will cause the exchange agent to send, a letter of transmittal (in a form that is reasonably acceptable to Milacron) to each holder of shares of Milacron common stock at the completion of the merger. The letter of transmittal will be accompanied by instructions (which will specify that the delivery of certificates will be effected, and risk of loss and

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title to such certificates will pass, only upon proper delivery of such certificates or transfer of the uncertificated shares to the exchange agent) for use in such exchange.

        Each holder of shares of Milacron common stock that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate (or affidavit in lieu thereof), together with a properly completed letter of transmittal, in the case of certificates, or (ii) receipt of such evidence, if any, as the exchange agent may reasonably request in the case of a surrender of uncertificated shares, the merger consideration in respect of the Milacron common stock represented by a certificate or uncertificated share (including cash in lieu of any fractional shares of Hillenbrand common stock as described above).

        If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment pay to the exchange agent any transfer or other taxes or fees required as a result of such payment or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

        After the completion of the merger, there will be no further registration of transfers of shares of Milacron common stock. If, after the completion of the merger, certificates or uncertificated shares are presented to the surviving corporation or the exchange agent, they will be exchanged for the merger consideration (including cash in lieu of any fractional shares of Hillenbrand common stock as described above and dividends or other distributions with respect to shares of Hillenbrand common stock to be paid as described below).

        No dividends or other distributions with respect to Hillenbrand common stock with a record date on or after the completion of the merger will be paid to the holder of any unsurrendered share of Milacron common stock with respect to shares of Hillenbrand common stock that such holder would be entitled to receive upon surrender of such share of Milacron common stock until such holder surrenders such share of Milacron common stock. After the surrender of any such share of Milacron common stock, such holder that is entitled to receive shares of Hillenbrand common stock will then be entitled to receive, and Hillenbrand will cause such person to be paid, any dividends or other distributions, without interest thereon, with a record date on or after the completion of the merger and which theretofore had become payable (whether or not prior to such surrender) with respect to whole shares of Hillenbrand common stock.

        Each of the exchange agent, Merger Sub, the surviving corporation and Hillenbrand will be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any amounts so withheld and properly paid over to the appropriate taxing authority will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such withholding was made.

Representations and Warranties; Material Adverse Effect

        The merger agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a "material adverse effect"). See the definition of "material adverse effect" beginning on page 110.

        The representations and warranties made by each party under the merger agreement relate to, among other things:

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        The merger agreement also contains additional representations and warranties of Milacron, relating to, among other things, the following:

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        The merger agreement also contains additional representations and warranties by Hillenbrand and Merger Sub, relating to, among other things, (i) the absence of certain arrangements between Hillenbrand and any director, officer or employee of Milacron or pursuant to which any stockholder of Milacron would be entitled to receive different merger consideration or agrees to vote to approve the merger agreement and (ii) sufficiency of Hillenbrand's and Merger Sub's funds in connection with the merger.

        The representations and warranties of each of the parties to the merger agreement will expire upon the completion of the merger.

        Certain of the representations and warranties made by the parties are qualified as to "knowledge," "materiality" or "material adverse effect." For purposes of the merger agreement, "material adverse effect," when used in reference to Hillenbrand or Milacron, means any effect, change, development, event, circumstance, occurrence, condition, fact or state of facts that, individually or in the aggregate, (i) would prevent such party's ability to consummate the merger or perform its other obligations under the merger agreement or would prevent the consummation of the merger or (ii) has, or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets or results of operations of the party and its subsidiaries, taken as a whole, excluding any of the following and any effect resulting from the following:

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except, in the case of the first five bullet points above, to the extent having a disproportionate effect on the party and its subsidiaries, taken as a whole, relative to the other participants in the industry in which the party and its subsidiaries operate (in which case such effects, changes, developments, events, circumstances, occurrences, conditions, facts or states of facts may be taken into account in determining whether there has been a material adverse effect to the extent of such disproportionate impact or impacts).

Covenants and Agreements

Conduct of Business

        Each of Hillenbrand and Milacron has agreed to certain covenants in the merger agreement restricting the conduct of its respective business between July 12, 2019 and the earlier of the completion of the merger and the termination of the merger agreement.

Conduct of the Business of Milacron

        In general, Milacron has agreed that prior to the completion of the merger, except as expressly required or as expressly permitted by the merger agreement, as required by applicable law, as required by the terms of any Milacron material contract or with the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of Hillenbrand, it will and will cause each of its subsidiaries to:

provided, that in complying with such covenants, Milacron is not obligated to take any action that would not be permitted as set forth below.

        In addition, Milacron has agreed that, prior to the completion of the merger, except as expressly required by the merger agreement, as required by applicable law, as required by the terms of any Milacron material contract or with the prior written consent (which consent, in certain specific cases will not be unreasonably withheld, conditioned or delayed) of Hillenbrand, it will not and will cause its subsidiaries not to:

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Conduct of the Business of Hillenbrand

        In general, Hillenbrand has agreed that prior to the completion of the merger, except as expressly required or as expressly permitted by the merger agreement, as required by applicable law, or with the prior written consent of Milacron (which consent will not be unreasonably withheld, conditioned or delayed), it will and will cause each of its subsidiaries to:

provided, that in complying with such covenants, Hillenbrand is not obligated to take any action that would not be permitted as set forth below.

        In addition, Hillenbrand has agreed that, prior to the completion of the merger, except as expressly required by the merger agreement, as required by applicable law, or with the prior written consent of Milacron (which consent will not be unreasonably withheld, conditioned or delayed), it will not:

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Stockholder Meeting and Board Recommendation

        The merger agreement provides that Milacron will (1) as soon as reasonably practicable following the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, give notice of, convene and hold a meeting of its stockholders for the purpose of voting on the merger proposal, (2) submit the merger proposal to its stockholders at such meeting and (3) not submit any other proposal in connection with such meeting (other than the merger-related compensation proposal and the adjournment proposal) without the prior written consent of Hillenbrand. Milacron will not change the record date for such meeting without the prior written consent of Hillenbrand (such consent not to be unreasonably withheld, conditioned or delayed). Milacron will not adjourn or otherwise postpone or delay such meeting without the prior written consent of Hillenbrand, except that Milacron may adjourn or postpone the special meeting (1) after consultation with Hillenbrand, to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to the Milacron stockholders within a reasonable amount of time in advance of the special meeting, or (2) if at the time of the special meeting there are insufficient shares of Milacron common stock represented (in person or by proxy) at such meeting to constitute a quorum necessary to conduct the business of the special meeting or to obtain approval of the merger proposal (to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the approval of the merger proposal), subject to certain limits on the number and length of such adjournments or postponements without the written approval of Hillenbrand. In addition, Hillenbrand has the right to require Milacron to effect up to three adjournments or postponements for a period up to 10 business days each under the circumstances described in the preceding clause (2).

        If the Milacron Board has not made an adverse recommendation change pursuant to the terms of the merger agreement, the Milacron Board will (1) recommend that Milacron stockholders approve the merger proposal, referred to as the Milacron recommendation, (2) include the Milacron recommendation in this proxy statement/prospectus, (3) use its reasonable best efforts to obtain the Milacron stockholder approval, including by soliciting from its stockholders proxies in favor of the approval of the merger proposal and taking all other action reasonably necessary to secure the Milacron stockholder approval and (4) otherwise comply with all legal requirements applicable to the special meeting.

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        Even if an adverse recommendation change has been made pursuant to the terms of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, the obligations of Milacron under the merger agreement will continue in full force and effect and will not be affected by the commencement, public proposal, public disclosure or communication to Milacron of any acquisition proposal, as defined below under "—No Solicitation" (whether or not a superior proposal), and Milacron will be required to hold the special meeting and submit the merger agreement to Milacron stockholders at such meeting.

        For purposes of the merger agreement, an adverse recommendation change refers to (1) the withdrawal, qualification or modification, or public proposal to withdraw, qualify or modify, the Milacron recommendation, in each case in a manner adverse to Hillenbrand or Merger Sub, (2) the failure to recommend against any acquisition proposal that is a tender or exchange offer within 10 business days of the commencement thereof or (3) the recommendation of an acquisition proposal or endorsement, approval, authorization or declaration of advisability of any acquisition proposal (or public proposal to recommend, endorse, approve, authorize or declare the advisability of any acquisition proposal).

Efforts

        Each of Hillenbrand and Milacron has agreed to cooperate with each other and use their reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the merger as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following:

        Each of Hillenbrand and Milacron also agreed to (and Hillenbrand agreed to cause Merger Sub to, as applicable) (1) make an appropriate filing under the HSR Act as promptly as practicable (which the parties filed on July 26, 2019), (2) make any other appropriate filings required pursuant to any foreign antitrust laws as promptly as practicable (and in any event within 20 business days of July 12, 2019), (3) use reasonable best efforts to comply at the earliest practicable date with any request under any of the antitrust laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or affiliates from any governmental authority in respect of such filings or such transactions and (4) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith), and in connection with resolving any investigation or other inquiry of any governmental authority under any of the antitrust laws with respect to any such filing or any such transaction.

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with the transactions contemplated by the merger agreement; (2) promptly inform the other party of any oral communication with, and provide copies of written communications with, any governmental authority regarding any such filings or any such transaction; and (3) not independently participate in any formal meeting with any governmental authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted, the opportunity to attend and/or participate in such meeting.

        In furtherance of the above, Hillenbrand will take any and all action necessary, including (1) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of Milacron or its subsidiaries; (2) terminating existing relationships, contractual rights or obligations of Milacron or its subsidiaries; (3) terminating any venture or other arrangement of Milacron or its subsidiaries; (4) creating any relationship, contractual rights or obligations of Milacron or its subsidiaries or (5) effectuating any other change or restructuring of Milacron or its subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree with), in each case, as required by the Federal Trade Commission, the Department of Justice or any other competition authority of any jurisdiction under an applicable foreign antitrust law in connection with the merger. However, any such action (referred to as a divestiture action) may be conditioned upon consummation of the merger and to ensure that no antitrust authority enters any order, decision, judgment, decree, ruling, injunction preliminarily or permanently restraining, enjoining or prohibiting the merger or to ensure that no antitrust authority with the authority to clear, authorize or otherwise approve the merger, fails to do so by the end date.

        Notwithstanding the preceding paragraph, none of Hillenbrand, Merger Sub or any of their respective affiliates will be required to sell, dispose of, hold separate, agree to sell or dispose of, terminate, create or effectuate any other change or restructuring (or enter into any agreement or stipulation), or otherwise agree or commit to, or otherwise effect, any divestiture action (A) with respect to any assets, categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements of Milacron or any of its affiliates that would, individually or in the aggregate, be material to Milacron and its subsidiaries, taken as a whole or (B) with respect to any of Hillenbrand's, Merger Sub's or any of their respective affiliates' respective assets (including the stock of Milacron, after the merger), categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements (the foregoing actions, individually or together with any other divestiture action, are referred to as a burdensome divestiture condition).

        In addition, Hillenbrand will not consummate or enter into any agreement providing for any acquisition by it or its subsidiaries of any interest in any person that derives revenues from products, services or lines of business similar to Milacron's products, services or lines of business if such action would make it materially more likely that there would arise any impediments under any antitrust law that may be asserted by any governmental authority to the consummation of the merger. In the event that any action is instituted challenging the merger as violative of any antitrust law, Hillenbrand will take all action necessary, including litigation on the merits and/or any divestiture action to resist, avoid or resolve such action up to a burdensome divestiture condition. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the merger unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the merger, Hillenbrand will take promptly any and all steps, up to a burdensome divestiture condition, necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the end date. Milacron will cooperate with Hillenbrand and use its reasonable best efforts to assist Hillenbrand in resisting and reducing any divestiture action, provided that, unless requested in writing by Hillenbrand, Milacron will not propose, negotiate, agree or commit to, or otherwise effect, any divestiture action.

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No Solicitation

        Milacron has agreed between July 12, 2019 and the earlier of the completion of the merger and the termination of the merger agreement:

        Notwithstanding the foregoing, at any time prior to obtaining the Milacron stockholder approval, if Milacron or any of its representatives receives after July 12, 2019 a bona fide written acquisition proposal from any third party that did not result from a violation in any material respect of the non-solicitation covenant in the merger agreement (i) then Milacron and its outside financial advisor may contact the third party making such acquisition proposal to clarify the terms and conditions thereof solely so that the Milacron Board may inform itself about such acquisition proposal or (ii) that the Milacron Board determines in good faith, after consultation with its outside financial advisor and outside legal counsel, that the acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal, Milacron may, directly or indirectly through its representatives:

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        In the event Milacron receives any acquisition proposal, it will:

Adverse Recommendation Change; Certain Prohibited Actions

        Except as permitted by the merger agreement in the case of a superior proposal or an intervening event (in each case, as described below), neither the Milacron Board, nor any committee thereof will (A) withdraw, qualify, modify or publicly propose to withdraw, qualify or modify, in each case in a manner adverse to Hillenbrand or Merger Sub, the Milacron recommendation, (B) fail to recommend against any acquisition proposal that is a tender or exchange offer within 10 business days after the commencement thereof, or (C) recommend an acquisition proposal or endorse, approve, authorize or declare advisable any acquisition proposal (or publicly propose to recommend, endorse, approve, authorize or declare the advisability of any acquisition proposal).

Superior Proposal

        Notwithstanding the restrictions on Milacron's ability to change its recommendation (as described above), prior to the stockholder approval, the Milacron Board may change its recommendation or terminate the merger agreement in response to a bona fide written acquisition proposal from any third party (received after July 12, 2019, that did not result from a violation in any material respect of the non-solicitation covenant in the merger agreement), only if:

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Intervening Event

        Other than in connection with a superior proposal, at any time prior to obtaining the Milacron stockholder approval, the Milacron Board may, in response to any material effect, fact, event, change, development, circumstance, occurrence, condition or set of circumstances, in each case that was not known to or reasonably foreseeable by the Milacron Board on July 12, 2019 (or, if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable to the Milacron Board as of July 12, 2019), withdraw, modify, qualify or publicly propose to withdraw, qualify or modify, the Milacron recommendation, in each case, in a manner adverse to Hillenbrand or Merger Sub only if:

        In addition, nothing in the merger agreement prohibits Milacron or the Milacron Board from:

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        However, in no event will the foregoing three bullet points above affect Milacron's obligations with respect to the Milacron recommendation, as summarized in the section above and any such disclosure (other than an issuance by Milacron of a "stop-look-and-listen" communication) that addresses or relates to the approval, recommendation or declaration of the advisability by the Milacron Board with respect to the merger agreement or acquisition proposal will be deemed to be a change in recommendation unless the Milacron Board, in connection with such communication, publicly reaffirms its recommendation in favor of the transaction with Hillenbrand and Merger Sub.

Employee Benefits Matters

        For the period beginning at the completion of the merger and ending on the one-year anniversary of the completion of the merger, employees who are actively employed by Milacron or any of its subsidiaries immediately prior to the completion of the merger (such employees are referred to as "covered employees") will be provided by Hillenbrand or any of its subsidiaries, for so long as such covered employees remain employees of Hillenbrand or any of its subsidiaries, with compensation and benefits that are no less favorable in the aggregate than the compensation (excluding any equity or equity-based compensation, retention, change of control, transaction or similar bonuses and nonqualified deferred compensation) and benefits (excluding any defined benefit pension plan or retiree medical benefits) being provided by Milacron or its subsidiaries to covered employees immediately prior to the completion of the merger.

        For the period beginning at the completion of the merger and ending on the one-year anniversary of the completion of the merger (or, if sooner, until all obligations thereunder have been satisfied), Hillenbrand will assume and honor all of Milacron's employment, severance, bonus, incentive, compensation, commission, change in control, retention and termination plans and agreements, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by the merger agreement.

        With respect to any employee benefit plan maintained by Hillenbrand or any of its subsidiaries in which any covered employee is eligible to participate following the completion of the merger, Hillenbrand will treat each covered employee's service with Milacron or any of its subsidiaries prior to the completion of the merger as service with Hillenbrand for purposes of determining eligibility to participate, level of benefits and vesting, benefit accruals (other than with respect to benefit accruals under any defined benefit pension plan) and for purposes of determining future vacation and paid time off accruals and severance amounts under any employee benefit plan. In no event will there be any duplication of benefits for the same period of service.

        To the extent any covered employee becomes eligible to participate under any Hillenbrand benefit plan following the completion of the merger, Hillenbrand will use commercially reasonable efforts to (i) waive any preexisting condition limitations, actively-at-work requirements, and waiting periods under any Hillenbrand benefit plan providing health or welfare benefits to the same extent such limitation would have been waived or satisfied under any similar employee benefit plan of Milacron, which is referred to as a Milacron benefit plan, that the covered employee participated in immediately prior to coverage under the Hillenbrand benefit plan and (ii) recognize the dollar amount of all payments incurred by each covered employee (and his or her eligible dependents) prior to the date on which the merger is completed under any applicable Milacron benefit plan during the calendar year in which the merger is completed for purposes of satisfying such calendar year's deductible, co-payment limitations, and out-of-pocket maximums under the relevant health and welfare plans in which such covered employee will be eligible to participate from and after the date on which the merger is completed to

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the same extent such payments were recognized under a similar Milacron plan that such covered employee participated in immediately prior to the date on which the merger is completed.

Financing and Financing Cooperation

        Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand will use reasonable best efforts to consummate and obtain the contemplated financing for the merger. Hillenbrand has agreed to keep Milacron reasonably informed of the status of Hillenbrand's efforts to obtain financing. Milacron will, and will cause its subsidiaries to, and will use its reasonable best efforts to cause its representatives to, on a timely basis, provide all reasonable cooperation requested by Hillenbrand or any of its affiliates, representatives or financing sources in connection with any financing in connection with the merger and the other transactions contemplated by the merger agreement.

Directors' and Officers' Indemnification and Insurance

        All rights to indemnification, exculpation from liabilities and advancement of expenses for acts or omissions occurring at or prior to the completion of the merger existing in favor of any individual (i) who is or prior to the completion of the merger becomes, or has been at any time prior to the date of the merger agreement, a present or former director or officer (including any such individual serving as a fiduciary with respect to an employee benefit plan) of Milacron and (ii) set forth in Milacron's disclosure letter to the merger agreement in his or her capacity as a present or former director of one or more subsidiaries of Milacron as of the date of the merger agreement (such persons are referred to as the indemnified persons) as provided in, with respect to each such indemnified person, as applicable, (i) the second amended and restated certificate of incorporation of Milacron, (ii) the amended and restated bylaws of Milacron, (iii) the organizational documents of any applicable subsidiary of Milacron in effect on the date of the merger agreement at which such indemnified person served as a director or officer, as applicable, or (iv) any indemnification agreement, employment agreement or other agreement made available to Hillenbrand, containing any indemnification provisions between such indemnified person, on the one hand, and Milacron and its subsidiaries, on the other hand, will survive the merger in accordance with their terms and will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person with respect to acts or omissions occurring at or prior to the completion of the merger.

        For six years after the completion of the merger, Hillenbrand and the surviving corporation (jointly and severally) will indemnify and hold harmless all indemnified persons with respect to acts or omissions occurring at or prior to the completion of the merger to the fullest extent that Milacron or its applicable subsidiary would be permitted to do so by Delaware law or, if any such subsidiary is not organized in Delaware, the applicable law of organization of such subsidiary, in the event of any threatened or actual claim, suit, action, proceeding or investigation, whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) with respect to the present and former directors and officers of Milacron that are indemnified persons, (A) the fact that the indemnified person is or was a director (including in a capacity as a member of any board committee), officer, employee or agent of Milacron, any of its subsidiaries or any of their respective predecessors or (B) the merger agreement or any of the transactions contemplated thereby, and (ii) with respect to the indemnified persons set forth in Milacron's disclosure letter to the merger agreement, the fact that such indemnified person is or was a director of any subsidiary of Milacron and his or her respective actions or omissions in his or her capacity as a director of one or more subsidiaries of Milacron, in each case whether asserted or arising before, on or after the completion of the merger, against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each indemnified person (to the extent required or, in the case of

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advancement, permitted by Delaware law, upon delivery to Hillenbrand of an unsecured, interest-free undertaking by or on behalf of such indemnified person to repay such amount if it is ultimately determined that such indemnified person is not entitled to be indemnified)) and all judgments, fines and, subject to certain exceptions, amounts paid in settlement of or in connection with any such threatened or actual claim.

        Prior to the completion of the merger, Milacron will, or if Milacron is unable to, Hillenbrand will cause the surviving corporation as of the completion of the merger to, use reasonable best efforts to obtain and fully pay the premium for the noncancelable extension of the directors' and officers' liability coverage of Milacron's existing directors' and officers' insurance policies and Milacron's existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the completion of the merger with respect to any claim related to any period of time at or prior to the completion of the merger (including claims with respect to the adoption of the merger agreement and the consummation of the transactions contemplated thereby) with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Milacron's existing policies. The premium payable for such "tail" insurance policy may not exceed 300% of the premium amount per annum that Milacron paid in its last full fiscal year and if the cost for such "tail" insurance policy exceeds this amount, then Milacron will obtain a policy with the greatest coverage available for a cost not exceeding such amount. Hillenbrand will cause any such "tail" policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by it and the surviving corporation.

Other Covenants and Agreements

        The merger agreement contains additional covenants and agreements relating to, among other matters:

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Conditions to the Merger

Conditions to the Obligations of the Parties to Complete the Merger

        The obligations of each of Hillenbrand, Merger Sub and Milacron to complete the merger are subject to the satisfaction or (to the extent permitted by law) waiver by Milacron and Hillenbrand of the following conditions:

Conditions to the Obligations of Each of Hillenbrand and Merger Sub to Complete the Merger

        In addition, the obligations of each of Hillenbrand and Merger Sub to complete the merger are subject to the satisfaction or (to the extent permitted by law) waiver by Hillenbrand of the following conditions:

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Conditions to the Obligation of Milacron to Complete the Merger

        In addition, the obligation of Milacron to complete the merger is subject to the satisfaction or (to the extent permitted by law) waiver by Milacron of the following conditions:

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Termination

        The merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger (except as otherwise provided in the merger agreement, notwithstanding prior receipt of the Milacron stockholder approval or the effectiveness of the written consent of Hillenbrand as the sole stockholder of Merger Sub adopting the merger agreement), as follows:

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Effect of Termination

        The party desiring to terminate the merger agreement pursuant to the provisions described above in "—Termination" (other than pursuant to the end date termination right) must give written notice of such termination to the other party. If the merger agreement is terminated pursuant to the provisions described above in "—Termination", the merger agreement will become void and of no effect without liability of any party to the other party, except that (1) (a) the provisions of the merger agreement with respect to the effect of termination, indemnification of Milacron by Hillenbrand regarding financing, termination fees, amendment, extension and waiver and general provisions of interpretation and construction and (b) the confidentiality agreement entered into by Hillenbrand and Milacron in connection with entering into the merger agreement will survive any such termination of the merger agreement and (2) no termination will relieve or release Milacron or Hillenbrand of any liability or damages arising out of its willful and material breach of any provision of the merger agreement or knowing and intentional common law fraud in the making of the representations and warranties in the merger agreement.

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Termination Fee

        Milacron is required to pay to Hillenbrand a termination fee of $45 million in the event the merger agreement is terminated under any of the following circumstances:

        In no event will Milacron be required to pay a termination fee on more than one occasion.

        In circumstances in which the termination fee is payable and is paid in full by Milacron, each of Hillenbrand and Merger Sub is precluded from any other remedy against Milacron and will not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Milacron or its subsidiaries or their representatives in connection with the merger agreement or the transactions contemplated by the merger agreement. Notwithstanding the proceeding sentence, Milacron will not be relieved or released from any liabilities or damages of Hillenbrand or Merger Sub arising out of any willful and material breach of any provision of the merger agreement, and neither Hillenbrand nor Merger Sub will be prohibited or precluded from bringing such a claim against Milacron in such circumstances.

Expenses

        Except as otherwise described under "—Termination Fee" above, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such cost or expense, whether or not the merger is completed.

Amendment and Waiver

Amendment

        Any provision of the merger agreement may be amended or waived prior to the completion of the merger if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the merger agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, except that (1) no amendment or waiver may be made after receipt

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of the Milacron stockholder approval if such amendment or waiver would require, in accordance with applicable law, further approval of Milacron stockholders, without obtaining such further approval of such stockholders and (2) no amendment, modification, waiver or termination of certain provisions relating to amendments to the merger agreement, status as third-party beneficiaries, forum selection or waiver of jury trial may be made that is materially adverse to the rights of Hillenbrand's financing sources , without the prior written consent (not to be unreasonably withheld) of Hillenbrand's financing sources.

Waiver

        No failure or delay by any of Milacron, Hillenbrand or Merger Sub in exercising any right, power or privilege under the merger agreement will operate as a waiver of such right, power or privilege nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in the merger agreement are cumulative and are not exclusive of any rights or remedies provided by law.

Third-Party Beneficiaries

        No provision of the merger agreement is intended to confer any rights, benefits, remedies, obligations or liabilities upon any person other than Milacron, Hillenbrand and Merger Sub and their respective permitted successors and assigns, except for:

Governing Law; Jurisdiction; Waiver of Jury Trial

Governing Law; Jurisdiction

        The merger agreement and all litigations, suits, actions or similar proceedings (whether based on contract, tort or otherwise) arising out of or relating to the merger agreement or the actions of Hillenbrand, Merger Sub or Milacron in the negotiation, administration, performance and enforcement of the merger agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of the State of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware and the parties have agreed to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except that all litigations, suits, actions or similar proceedings (whether at law, in equity, in contract, in tort or otherwise) against any of Hillenbrand's financing sources in any way relating to any financing, any commitment letter, engagement letter or any definitive financing documents in connection with the merger agreement, will be required to be brought exclusively in the Supreme Court of the State of New York (or, if applicable, the United States District Court for the Southern District of New York), and will be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent

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such principles or rules would require or permit the application of laws of another jurisdiction (except to the extent contemplated by any such letter or definitive agreement).

Waiver of Jury Trial

        Each of Milacron, Hillenbrand and Merger Sub have agreed to waive all right to trial by jury in any litigation, suit, action or similar proceedings arising out of or relating to, directly or indirectly, the merger agreement, whether based on contract, tort or otherwise, or the transactions contemplated by the merger agreement, including in any litigation, suit, action or similar proceedings against or involving any of Hillenbrand's financing sources arising out of the merger agreement or any related financing.

Enforcement

        Milacron, Hillenbrand and Merger Sub have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of Milacron, Hillenbrand and Merger Sub does not perform its obligations under the provisions of the merger agreement (including by failing to take such actions as are required of such party to complete the merger and the other transactions contemplated by the merger agreement) in accordance with the specified terms of the merger agreement or otherwise breaches the provisions of the merger agreement. Milacron, Hillenbrand and Merger Sub have acknowledged and agreed that, prior to any valid termination of the merger agreement in accordance with the terms of the merger agreement, the parties will be entitled to an injunction or injunctions, specific performance or other equitable relief in the event of any breach or to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in the courts set forth in the merger agreement without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under the merger agreement at law or in equity, and the right of specific enforcement being an integral part of the transactions contemplated by the merger agreement (as without such right of specific enforcement, neither Milacron nor Hillenbrand would have entered into the merger agreement). Each of the parties agreed that, prior to any valid termination of the merger agreement in accordance with the terms of the merger agreement, it would not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any of Milacron, Hillenbrand or Merger Sub has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties acknowledged and agreed that any party seeking an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in accordance with its terms will not be required to provide any bond or other security in connection with any such order or injunction.

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THE SPECIAL MEETING

        This proxy statement/prospectus is being provided to the Milacron stockholders as part of a solicitation of proxies by the Milacron Board for use at the special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment thereof. This proxy statement/prospectus provides Milacron stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

        The special meeting of Milacron stockholders will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019 at 9:00 a.m. (Eastern Time). Milacron intends to mail this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting on or about October 21, 2019.

Purpose of the Special Meeting

        At the special meeting, Milacron stockholders will be asked to consider and vote on the following:

        1. Adoption of the Merger Agreement.    To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 12, 2019, by and among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp., as the same may be amended from time to time and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

        2. Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

        3. Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

        Completion of the merger is conditioned on the approval of the merger proposal.

Recommendation of the Milacron Board

        On July 11, 2019, the Milacron Board approved the merger agreement, declared the merger agreement advisable and determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Milacron and its stockholders. Accordingly, the Milacron Board unanimously recommends that Milacron stockholders vote "FOR" the merger proposal, "FOR" the merger-related compensation proposal and "FOR" the adjournment proposal.

        Milacron stockholders should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the other transactions contemplated by the merger agreement.

Milacron Record Date; Stockholders Entitled to Vote

        Only holders of record of Milacron common stock at the close of business on October 18, 2019 will be entitled to notice of, and to vote at, the special meeting or any adjournments thereof.

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        As of the close of business on the record date, there were 70,495,009 shares of Milacron common stock outstanding and entitled to vote at the special meeting. Each share of Milacron common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the special meeting, in person or by proxy through the Internet or by telephone or by a properly executed and delivered proxy with respect to the special meeting.

        A complete list of stockholders entitled to vote at the special meeting will be available for examination by any Milacron stockholder at Milacron's corporate office at 10200 Alliance Road, Suite 200, Cincinnati, Ohio for purposes germane to the special meeting, during ordinary business hours for a period of ten days before the special meeting, and at the time and place of the special meeting.

Voting by Milacron's Directors and Executive Officers

        At the close of business on September 30, 2019, the most recent practicable date for which such information was available, Milacron directors and executive officers and their affiliates were entitled to vote 562,936 shares of Milacron common stock or less than 1% of the shares of common stock outstanding on that date. The number and percentage of shares of Milacron common stock owned by directors and executive officers of Milacron and their affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of September 30, 2019. Milacron currently expects its directors and executive officers to vote their shares in favor of all proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so. The number of shares reflected above does not include shares subject to or underlying outstanding stock options, restricted share awards, RSU awards, PSU awards or SARs. For information with respect to stock options, restricted share awards, RSU awards, PSU awards and SARs, please see "The Merger Agreement—Treatment of Equity Awards—Treatment of Stock Options;—Treatment of Restricted Shared Awards;—Treatment of Restricted Stock Units;—Treatment of Performance Stock Units; and—Treatment of Stock Appreciation Rights" beginning on page 105.

Quorum

        The Milacron bylaws provide that the presence in person or by proxy of the holders of a majority in voting power of the shares entitled to vote at the special meeting of stockholders shall constitute a quorum for the transaction of business at the special meeting.

        Abstentions and broker non-votes, if any, will be counted as present for purposes of determining the establishment of a quorum.

Required Vote

        The required votes to approve the Milacron proposals are as follows:

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Voting of Proxies by Holders of Record

        If you were the record holder of your shares as of the record date, you may submit your proxy to vote by mail, by telephone or via the Internet.

Voting via the Internet or by Telephone

Voting by Mail

        As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail.

General

        Please be aware that any costs related to voting via the Internet, such as Internet access charges, will be your responsibility.

        All properly signed proxies that are timely received and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the Milacron Board.

Treatment of Abstentions; Failure to Vote

        For purposes of the special meeting, an abstention occurs when a Milacron stockholder attends the special meeting, either in person or by proxy, but abstains from voting.

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Shares Held in Street Name

        If you are a Milacron stockholder and your shares are held in "street name" through a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other nominee. You may not vote shares held in "street name" by returning a proxy card directly to Milacron or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of Milacron common stock on behalf of their customers may not give a proxy to Milacron to vote those shares with respect to the merger proposal, the merger-related compensation proposal and the adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

        Therefore, if you are a Milacron stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Attendance at the Special Meeting and Voting in Person

        If you are a Milacron Stockholder and wish to attend the special meeting in person, you must bring a valid, government-issued photo identification, and admission will be by admission ticket only. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket.

        If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record) and plan to attend the meeting in person, you can obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement.

        If you are a stockholder of record and plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, and you wish to vote in person at the special meeting, you must bring to the special meeting a legal proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the special meeting.

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        No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Revocability of Proxies

        Any stockholder of record giving a proxy has the power to revoke it. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

        If your shares are held by a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so.

Solicitation

        The Milacron Board is soliciting proxies for the special meeting from its stockholders. Milacron will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this proxy statement/prospectus, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of Milacron's regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. Milacron has retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $25,000 plus reasonable out-of-pocket costs and expenses. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of Milacron common stock of record for beneficial owners for forwarding to such beneficial owners. Milacron may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

        If you need assistance with voting via the Internet, voting by telephone or completing your proxy card, or have questions regarding the special meeting, please contact Milacron or Innisfree M&A Incorporated at (877) 825-8772 (toll-free) or (212) 750-5833 (collect).

        Your vote is very important regardless of the number of shares of Milacron common stock that you own. Please vote your shares via the Internet or by telephone, or sign, date and return a proxy card promptly to ensure that your shares can be represented, even if you otherwise plan to attend the special meeting in person.

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Tabulation of Votes

        Milacron has appointed Computershare to serve as the Inspector of Election for the special meeting. Computershare will independently tabulate affirmative and negative votes and abstentions.

Adjournments

        Subject to certain restrictions contained in the merger agreement, the special meeting may be adjourned to allow additional time for obtaining additional proxies. No notice of an adjourned meeting need be given if the time and place thereof are announced at the meeting at which the adjournment was taken unless:

        At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.


Special Meeting Proposals

Item 1.    The Merger Proposal

        (Item 1 on proxy card)

        In the merger proposal, Milacron is asking its stockholders to adopt the merger agreement. Approval of the merger proposal by Milacron stockholders is required for completion of the merger.

        The Milacron Board unanimously recommends a vote "FOR" the merger proposal (Item 1).

Item 2.    The Merger-Related Compensation Proposal

        (Item 2 on the proxy card)

        In the merger-related compensation proposal, Milacron is asking its stockholders to approve, on an advisory basis, the merger-related compensation arrangements of Milacron's named executive officers.

        Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Milacron or Hillenbrand. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Milacron's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal.

        The Milacron Board unanimously recommends a vote "FOR" the merger-related compensation proposal (Item 2).

Item 3.    The Adjournment Proposal

        (Item 3 on the proxy card)

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        The special meeting may be adjourned to another time or place from time to time, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal.

        If, at the special meeting, the number of shares of common stock present or represented and voting in favor of the merger proposal is insufficient to approve the merger proposal, Milacron intends to adjourn the special meeting in order to enable the Milacron Board to solicit additional proxies for approval of the merger proposal.

        In the adjournment proposal, Milacron is asking its stockholders to authorize the holder of any proxy solicited by the Milacron Board to vote in favor of granting authority to the proxy holders, and each of them individually, to adjourn the special meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the adjournment proposal, Milacron could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted.

        The Milacron Board unanimously recommends a vote "FOR" the adjournment proposal (Item 3).

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial information gives effect to the merger and the related financing transactions. The unaudited pro forma condensed combined balance sheet data as of June 30, 2019 give effect to the merger as if it had been completed on June 30, 2019. The unaudited pro forma condensed combined statements of income data for the fiscal year ended September 30, 2018 and for the nine months ended June 30, 2019 give effect to the merger as if it had been completed on October 1, 2017.

        Hillenbrand and Milacron have different fiscal year ends. As Milacron's fiscal year ended December 31 is within 93 days of Hillenbrand's fiscal year ended September 30, Hillenbrand's pro forma condensed combined statement of income for the year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

        The following unaudited pro forma condensed combined financial statements of Hillenbrand include adjustments for the following:

        The following unaudited pro forma condensed combined financial statements and related notes are based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this proxy statement/prospectus (see the section entitled "Where You Can Find More Information" beginning on page 180 for additional information):

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        The historical consolidated financial information in the unaudited pro forma condensed combined financial statements has been adjusted to give effect to events that are (i) factually supportable, (ii) directly attributed to the transaction, and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the combined results of Hillenbrand and Milacron. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.

        The unaudited pro forma condensed combined financial statements have been prepared for illustrative and informational purposes only, and are preliminary and not necessarily indicative of what Hillenbrand's financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the financial position or operating results of Hillenbrand after the transaction. The unaudited pro forma condensed combined financial statements contain estimated adjustments, which are based on information available to management; accordingly, such adjustments are subject to change and the impact of such changes may be material. The consummation of the transaction remains subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approval by Milacron's stockholders, and there can be no assurance that the transaction will occur on or before a certain time, on the terms described herein, or at all.

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Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

 
  As of June 30, 2019  
 
  Historical    
   
   
 
(in millions)
  Hillenbrand   Milacron as
Reclassified
(Note 2)
  Pro Forma
Adjustments
  (Note 6)   Pro Forma
Combined
 

ASSETS

                             

Current Assets

                             

Cash and cash equivalents

  $ 64.4   $ 152.2   $   (A)   $ 216.6  

Trade receivables, net

    198.8     151.5             350.3  

Receivables from long-term manufacturing contracts

    158.6                 158.6  

Inventories

    186.7     249.0             435.7  

Prepaid expenses

    29.0     18.7             47.7  

Other current assets

    20.7     22.4     (1.8 ) (B)     41.3  

Current assets held for sale

        70.4             70.4  

Total current assets

    658.2     664.2     (1.8 )       1,320.6  

Property, plant, and equipment, net

    136.6     206.9             343.5  

Operating lease right-of-use assets

        33.3     (33.3 ) (C)      

Intangible assets, net

    471.1     285.9     339.1   (D)     1,096.1  

Goodwill

    586.8     515.6     358.7   (E)     1,461.1  

Other assets

    37.9     24.7             62.6  

Total Assets

  $ 1,890.6   $ 1,730.6   $ 662.7       $ 4,283.9  

LIABILITIES

                             

Current Liabilities

                             

Trade accounts payable

  $ 224.5   $ 101.3   $       $ 325.8  

Liabilities from long-term manufacturing contracts and advances

    109.2     31.6             140.8  

Current portion of long-term debt

        1.5             1.5  

Accrued compensation

    68.9     22.7             91.6  

Other current liabilities

    123.7     71.6     (9.6 ) (A),(B),(C)     185.7  

Current liabilities held for sale

        17.0             17.0  

Total current liabilities

    526.3     245.7     (9.6 )       762.4  

Long-term debt

    323.2     825.0     906.1   (F)     2,054.3  

Accrued pension and postretirement healthcare

    114.2     27.4             141.6  

Deferred income taxes

    70.8     57.2     66.4   (G)     194.4  

Operating lease liabilities

        25.7     (25.7 ) (C)      

Other long-term liabilities

    60.3     17.8     (21.2 ) (B),(F)     56.9  

Total Liabilities

    1,094.8     1,198.8     916.0         3,209.6  

EQUITY

                             

Shareholders' equity

    781.2     531.8     (253.3 ) (H)     1,059.7  

Noncontrolling interests

    14.6                 14.6  

Total Equity

    795.8     531.8     (253.3 )       1,074.3  

Total Liabilities and Equity

  $ 1,890.6   $ 1,730.6   $ 662.7       $ 4,283.9  

   

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

 
  For the Nine Months June 30, 2019  
 
  Historical    
   
   
 
(in millions, except per share data)
  Hillenbrand   Milacron as
Reclassified
(Note 2)
  Pro Forma
Adjustments
  (Note 7)   Pro Forma
Combined
 

Net revenue

  $ 1,321.5   $ 809.6   $       $ 2,131.1  

Cost of goods sold

    865.2     558.3             1,423.5  

Gross profit

    456.3     251.3             707.6  

Operating expenses

    275.2     162.0     (7.9 ) (A)     429.3  

Amortization expense

    25.0     17.0     4.4   (B)     46.4  

Interest expense

    16.1     30.0     22.0   (C)     68.1  

Other income (expense), net

    0.1     (3.9 )           (3.8 )

Income before income taxes

    140.1     38.4     (18.5 )       160.0  

Income tax expense

    39.9     13.8     (5.0 ) (D)     48.7  

Consolidated net income

    100.2     24.6     (13.5 )       111.3  

Less: Net income attributable to noncontrolling interests

    3.5                 3.5  

Net income(1)

  $ 96.7   $ 24.6   $ (13.5 )     $ 107.8  

Net income(1)—per share of common stock:

                             

Basic earnings per share

  $ 1.54                   $ 1.45  

Diluted earnings per share

  $ 1.52                   $ 1.44  

Weighted average shares outstanding (basic)

    62.9               (E)     74.3  

Weighted average shares outstanding (diluted)

    63.4               (E)     74.8  

(1)
Net income attributable to Hillenbrand.

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Hillenbrand, Inc.

Unaudited Pro Forma Condensed Combined Income Statement

 
  For the Year Ended September 30, 2018  
 
  Historical    
   
   
 
(in millions, except per share data)
  Hillenbrand   Milacron as
Reclassified
(Note 2)
  Pro Forma
Adjustments
  (Note 7)   Pro Forma
Combined
 

Net revenue

  $ 1,770.1   $ 1,164.7   $       $ 2,934.8  

Cost of goods sold

    1,127.2     796.9             1,924.1  

Gross profit

    642.9     367.8             1,010.7  

Operating expenses

    378.9     229.7             608.6  

Amortization expense

    30.2     24.7     18.8   (B)     73.7  

Impairment charge

    63.4                 63.4  

Interest expense

    23.3     44.1     25.2   (C)     92.6  

Other (expense) income, net

    (0.6 )   (4.2 )           (4.8 )

Income before income taxes

    146.5     65.1     (44.0 )       167.6  

Income tax expense

    65.3     18.5     (11.9 ) (D)     71.9  

Consolidated net income

    81.2     46.6     (32.1 )       95.7  

Less: Net income attributable to noncontrolling interests

    4.6                 4.6  

Net income(1)

  $ 76.6   $ 46.6   $ (32.1 )     $ 91.1  

Net income(1)—per share of common stock:

                             

Basic earnings per share

  $ 1.21                   $ 1.22  

Diluted earnings per share

  $ 1.20                   $ 1.21  

Weighted average shares outstanding (basic)

    63.1               (E)     74.5  

Weighted average shares outstanding (diluted)

    63.8               (E)     75.2  

(1)
Net income attributable to Hillenbrand.

   

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.     Basis of Presentation

        The accompanying unaudited pro forma condensed combined financial statements and these notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of income for the nine months ended June 30, 2019 and the year ended September 30, 2018 combine the historical consolidated statements of income of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on October 1, 2017. The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2019 combines historical consolidated balance sheets of Hillenbrand and Milacron, giving effect to the transaction as if it had been completed on June 30, 2019.

        As Milacron's fiscal year of December 31 is within 93 days of Hillenbrand's September 30 fiscal year, Hillenbrand's pro forma condensed combined statement of income for the fiscal year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

        Hillenbrand's and Milacron's historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Hillenbrand's and Milacron's financial statement presentation. Hillenbrand has not identified all adjustments necessary to conform Milacron's accounting policies to Hillenbrand's accounting policies. As more information becomes available, Hillenbrand will perform a more detailed review of Milacron's accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company's financial information. Further, there were no material intercompany transactions or balances between Hillenbrand and Milacron as of and for the nine months ended June 30, 2019 and for the fiscal year ended September 30, 2018.

        The accompanying unaudited pro forma condensed combined financial statements and these notes were prepared using the acquisition method of accounting under the provisions of ASC 805, with Hillenbrand considered the acquirer of Milacron. ASC 805 requires, amongst other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Milacron based upon management's preliminary estimate of their fair values as of June 30, 2019. Hillenbrand has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Milacron assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets. Accordingly, assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed will be recorded as goodwill.

2.     Reclassification Adjustments

        Certain reclassification adjustments have been made to the historical presentation of Milacron financial information in order to conform to a combined Hillenbrand balance sheet and income statements. In order to prepare the unaudited pro forma condensed combined financial statements, Hillenbrand performed a preliminary review of Milacron's accounting policies. After the transaction is

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completed, the combined company will conduct an additional review of Milacron's accounting policies to determine if differences in accounting policies require further adjustment or reclassification of Milacron's results of operations, assets or liabilities to conform to Hillenbrand's accounting policies and classifications. As a result of that review, the combined company may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements.

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Milacron Holdings Corp.

Unaudited Reclassified Condensed Balance Sheet

 
   
  As of June 30, 2019  
(in millions)
Milacron Historical Consolidated Balance
Sheet Line Items
  Hillenbrand Historical Consolidated Balance
Sheet Line Items
  Milacron
Historical
  Reclassification
Adjustments
  Notes   Milacron
Reclassified
 

Cash and cash equivalents

  Cash and cash equivalents   $ 152.2             $ 152.2  

Accounts receivable, net

  Trade receivables, net     151.5               151.5  

Total inventories, net

  Inventories     249.0               249.0  

  Prepaid expenses         18.7     (A )   18.7  

Prepaid and other current assets

  Other current assets     41.1     (18.7 )   (A )   22.4  

Current assets held for sale

        70.4         (B )   70.4  

Total current assets

      Total current assets     664.2               664.2  

Property and equipment, net

  Property, plant, and equipment, net     206.9               206.9  

Operating lease right-of-use assets

        33.3         (B )   33.3  

Goodwill

  Goodwill     515.6               515.6  

Intangible assets, net

  Intangible assets, net     285.9               285.9  

Other noncurrent assets

  Other assets     24.7               24.7  

Total assets

      Total assets   $ 1,730.6             $ 1,730.6  

Short-term borrowings

  Current portion of long-term debt   $ 1.5             $ 1.5  

Accounts payable

  Trade accounts payable     101.3               101.3  

Advanced billings and deposits

  Liabilities from long-term manufacturing
    contracts and advances
    31.6               31.6  

Accrued salaries, wages and other compensation

  Accrued compensation     22.7               22.7  

Other current liabilities

  Other current liabilities     71.6               71.6  

Current liabilities held for sale

        17.0         (B )   17.0  

Total current liabilities

      Total current liabilities     245.7               245.7  

Long-term debt

  Long-term debt     825.0               825.0  

Deferred income tax liabilities

  Deferred income taxes     57.2               57.2  

Accrued pension liabilities

  Accrued pension and postretirement
    healthcare
    27.4               27.4  

Operating lease liabilities

        25.7         (B )   25.7  

Other noncurrent accrued liabilities

  Other long-term liabilities     17.8               17.8  

Total liabilities

      Total liabilities     1,198.8   $           1,198.8  

Shareholders' equity

  Shareholders' equity     531.8               531.8  

Total shareholders' equity

      Total shareholders' equity     531.8               531.8  

Total liabilities and shareholders' equity

  Total liabilities and shareholders' equity   $ 1,730.6   $         $ 1,730.6  

(A)
Represents a reclassification of prepaid expenses to conform with Hillenbrand's presentation.

(B)
Represents additional captions that are applicable to Milacron's historical consolidated balance sheet but not Hillenbrand's historical consolidated balance sheet. For Operating lease right-of-use assets and Operating lease liabilities, see Note 6(C) for more information.

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Milacron Holdings Corp.

Unaudited Reclassified Condensed Income Statement

 
   
  For the Nine Months Ended June 30, 2019  
(in millions)
Milacron Historical Consolidated Income Statement
Line Items
  Hillenbrand Historical
Consolidated Income Statement
Line Items
  Milacron
Historical
  Reclassification
Adjustments
  Notes   Milacron
Reclassified
 

Net sales

  Net revenue   $ 809.6             $ 809.6  

Cost of sales

  Cost of goods sold     553.3     5.0     (A )   558.3  

Manufacturing margins

      Gross profit     256.3     (5.0 )         251.3  

Operating expenses:

                             

Selling, general and administrative expenses

  Operating expenses     162.0               162.0  

Amortization expense

  Amortization expense     17.0               17.0  

Loss on currency translation

        0.6     (0.6 )   (B )    

Other expense, net

        7.6     (7.6 )   (A )    

Total operating expenses

        187.2     (8.2 )         179.0  

Operating earnings

        69.1     3.2           72.3  

Interest expense, net

  Interest expense     29.8     0.2     (B )   30.0  

Loss on debt extinguishment

        0.2     (0.2 )   (B )    

Other non-operating expenses

        0.7     (0.7 )   (B )    

  Other (expense) income, net         (3.9 )   (B )   (3.9 )

Earnings from continuing operations before income taxes

  Income before income taxes     38.4               38.4  

Income tax expense

  Income tax expense     13.8               13.8  

Net earnings from continuing operations

  Consolidated net income   $ 24.6             $ 24.6  

(A)
Represents a reclassification of Milacron's Other expense, net, to conform with Hillenbrand's presentation. A portion of expense recorded by Milacron within Other expense, net, included restructuring charges related to manufacturing facilities and it is Hillenbrand's accounting policy to classify such charges within Cost of goods sold.

(B)
Represents a reclassification of Milacron's Loss on currency translation, Loss on debt extinguishment, Other non-operating expenses, and certain amounts within Other expense, net to conform with Hillenbrand's presentation.

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Milacron Holdings Corp.

Unaudited Reclassified Condensed Income Statement

 
   
  For the Year Ended December 31, 2018  
(in millions)
Milacron Historical Consolidated Income Statement
Line Items
  Hillenbrand Historical
Consolidated Income Statement
Line Items
  Milacron
Historical
  Reclassification
Adjustments
  Notes   Milacron
Reclassified
 

Net sales

  Net revenue   $ 1,164.7             $ 1,164.7  

Cost of sales

  Cost of goods sold     776.0     20.9     (A )   796.9  

Manufacturing margins

      Gross profit     388.7     (20.9 )         367.8  

Operating expenses:

                             

Selling, general and administrative expenses

  Operating expenses     229.7               229.7  

Amortization expense

  Amortization expense     24.7               24.7  

Loss on currency translation

        2.7     (2.7 )   (B )    

Other expense, net

        21.5     (21.5 )   (A )    

Total operating expenses

        278.6     (24.2 )         254.4  

Operating earnings

        110.1     3.3           113.4  

Interest expense, net

  Interest expense     42.9     1.2     (B )   44.1  

Loss on debt extinguishment

        1.2     (1.2 )   (B )    

Other non-operating expenses

        0.9     (0.9 )   (B )    

  Other (expense) income, net         (4.2 )   (B )   (4.2 )

Earnings from continuing operations before income taxes

  Income before income taxes     65.1               65.1  

Income tax expense

  Income tax expense     18.5               18.5  

Net earnings from continuing operations

  Consolidated net income   $ 46.6             $ 46.6  

(A)
Represents a reclassification of Milacron's Other expense, net, to conform with Hillenbrand's presentation. A portion of expense recorded by Milacron within Other expense, net, included restructuring charges related to manufacturing facilities and it is Hillenbrand's accounting policy to classify such charges within Cost of goods sold.

(B)
Represents a reclassification of Milacron's Loss on currency translation, Loss on debt extinguishment, Other non-operating expenses, and certain amounts within Other expense, net to conform with Hillenbrand's presentation.

3.     Divestitures

        In May 2019, Milacron entered into a definitive agreement with OC Spartan Acquisition, Inc., or OC, to sell substantially all of the assets of its Uniloy blow molding business to OC for a purchase price of $52.0 million. The Uniloy blow molding business is reflected as held for sale and discontinued operations in the historical financial statements of Milacron. Article 11 of Regulation S-X requires that pro forma condensed combined income statement information is presented through continuing operations and accordingly, the historical Milacron discontinued operations have not been presented herein. This transaction was completed on July 1, 2019, prior to Hillenbrand's anticipated acquisition of Milacron. On July 3, 2019, Milacron utilized the proceeds from the sale to make a $52.0 million principal repayment on its senior secured term loan facility.

4.     Estimated Purchase Price Consideration

        The transaction will be accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. In addition, ASC 805 establishes that consideration transferred in a business combination should be measured at fair value.

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        The following is a preliminary estimate of the aggregate consideration to be paid by Hillenbrand:

(in millions, except per share data)
  Note    
  Amount  

Cash consideration:

    (A )            

Dollars per share of Milacron

        $ 11.80        

Shares of Milacron as of September 30, 2019

          70.7        

Estimated cash consideration to be paid to Milacron shareholders

              $ 834.3  

Share consideration:

    (A )            

Shares of Milacron as of September 30, 2019

          70.7        

Exchange ratio

          0.1612        

Hillenbrand common shares to be issued

          11.4        

Closing share price of Hillenbrand on October 8, 2019

        $ 28.17        

Value of Hillenbrand shares issued to shareholders of Milacron

                321.1  

Estimated repayment of Milacron debt, including accrued interest (as of June 30, 2019)

    (B )         833.0  

Preliminary fair value of estimated purchase price consideration

    (C )       $ 1,988.4  

(A)
Under the terms of the merger agreement, upon closing of the transaction, Milacron common shareholders will be entitled to receive 0.1612 shares of Hillenbrand common stock, no par value, plus $11.80 in cash for each outstanding share of Milacron common stock. For purposes of the unaudited pro forma condensed combined balance sheet, the estimated purchase price consideration is based on the total Milacron stock issued and outstanding as of September 30, 2019 and the closing price per share of Hillenbrand common stock on October 8, 2019 as well as cash consideration of $11.80 per share. A 10% change in the closing price per share of Hillenbrand common stock would increase or decrease the estimated fair value of share consideration transferred by approximately $32.1 million.

(B)
Milacron's existing senior secured term loan facility is expected to be repaid in connection with the transaction. The amount outstanding under Milacron's senior secured term loan facility may change between the date of the Milacron balance sheet as of June 30, 2019 used for purposes of these unaudited pro forma condensed combined financial statements and the closing of the transaction. Accordingly, the amount of Milacron debt actually repaid upon the closing of the transaction may differ significantly from the amount to be repaid as of the date of the unaudited pro forma condensed combined financial statements, which could result in higher or lower expected borrowings under Hillenbrand's existing $900.0 million revolving credit facility.

(C)
Under the terms of the merger agreement, Milacron's outstanding share-based equity awards (i) in the form of stock options, restricted share awards granted prior to July 12, 2019, RSU awards granted to a non-employee director of Milacron or prior to July 12, 2019, and PSU awards granted prior to July 12, 2019, in each case, whether vested or unvested, will be cancelled and converted into the right to receive the merger consideration upon the closing of the transaction and (ii) in the form of stock appreciation rights, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment based on the value of the merger consideration upon the closing of the transaction. In addition, under the terms of the merger

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5.     Preliminary Purchase Price Allocation

        The preliminary estimated purchase price consideration as shown in Note 4 is allocated to the tangible and intangible assets acquired and liabilities assumed of Milacron based on their preliminary estimated fair values. Hillenbrand has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Milacron assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets. Accordingly, assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values.

        A final determination of the fair value of Milacron's assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on Milacron's actual assets and liabilities as of the closing of the transaction. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company statements of income. The final purchase consideration allocation may be materially different than the preliminary purchase price consideration allocation presented in the unaudited pro forma condensed combined financial statements.

        The following table sets forth a preliminary allocation of the estimated purchase price consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities

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assumed of Milacron using Milacron's unaudited consolidated balance sheet as of June 30, 2019, with the excess recorded to goodwill:

(in millions)
  Notes   Amount  

Preliminary fair value of estimated total purchase price consideration

        $ 1,988.4  

Assets acquired:

             

Cash and cash equivalents

          152.2  

Trade receivables, net

          151.5  

Inventories

          249.0  

Property, plant, and equipment, net

          206.9  

Identifiable intangible assets

    (B )   625.0  

Other assets

    (A )   136.2  

Total assets acquired

    (B )   1,520.8  

Liabilities assumed:

             

Trade accounts payable

          (101.3 )

Deferred income taxes

    (C )   (123.6 )

Other liabilities

    (A )   (181.8 )

Total liabilities assumed

    (B )   (406.7 )

Less: Net assets

          1,114.1  

Goodwill

        $ 874.3  

(A)
Other assets acquired and Other liabilities assumed exclude the amounts related to Milacron's adoption of ASC 842, Leases. See Note 6(C) for additional information.

(B)
Assets acquired and liabilities assumed are based on the respective carrying amounts as of June 30, 2019, excluding goodwill, intangible assets, and deferred income taxes. See Note 6(D) for details on the pro forma adjustment related to intangible assets.

(C)
See Note 6(G) for details on the pro forma adjustments to deferred income taxes.

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6.     Adjustments to the unaudited pro forma condensed combined balance sheet

        Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

(A)
Reflects the sources and uses of funds relating to the transaction as follows:
(in millions)
  Note   Amount  

Sources:

             

Proceeds from senior unsecured notes

    (i ) $ 375.0  

Proceeds from $500 million term loan

    (i )   500.0  

Proceeds from $225 million term loan

    (i )   225.0  

Proceeds from revolving credit facility

    (i )   638.1  

Less: Capitalized deferred financing issuance costs

    (ii )   (7.3 )

          1,730.8  

Uses:

             

Payments for the settlement of Hillenbrand's forward interest rate swaps

    (iii )   (15.9 )

Cash issued to the shareholders of Milacron

    (iv )   (834.3 )

Repayment of Milacron debt (including accrued interest)

    (v )   (833.0 )

Payments for the settlement of Milacron's interest rate swaps

    (B )   (5.0 )

Payment of transaction costs

    (vi )   (42.6 )

          (1,730.8 )

Pro forma net adjustment to cash and cash equivalents

        $  

(i)
To fund amounts in connection with the transaction, Hillenbrand issued $375.0 million of senior unsecured notes during September 2019 and expects to incur borrowings under a fully committed five-year, $500.0 million syndicated term loan and a fully committed three-year, $225.0 million syndicated term loan. Additionally, Hillenbrand currently estimates that it will incur $638.1 million of additional borrowings under its existing $900.0 million revolving credit facility. The amount of additional borrowings incurred under the $900.0 million revolving credit facility as of the closing of the transaction may differ significantly from the expected borrowings as of the date of these unaudited pro forma condensed combined financial statements.

(ii)
Reflects deferred financing costs of $7.3 million expected to be incurred in connection with the financing activity described previously in note (i). This amount does not reflect bridge facility financing fees as those are included in the payment of transaction costs under note (vi).

(iii)
Represents payments of $15.9 million for the settlement of Hillenbrand's forward interest rate swaps previously executed to hedge a portion of the interest rate associated with the $375.0 million senior unsecured notes.

(iv)
Represents the cash portion of the estimated purchase price consideration to be paid to the shareholders of Milacron. See Note 4(A) for additional information.

(v)
It is currently expected that Milacron's senior secured term loan facility will be repaid in connection with the transaction. Based upon the principal amount outstanding under Milacron's term loan facility on its balance sheet as of June 30, 2019, a total of $833.0 million is expected to be repaid, which is inclusive of accrued interest of $0.5 million classified within other current liabilities. Amounts outstanding under this

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(vi)
Reflects estimated cash paid for transaction costs to be incurred by Hillenbrand and Milacron subsequent to June 30, 2019, including bridge facility financing fees.
(B)
Reflects an adjustment to remove amounts from other current assets, other current liabilities, and other long-term liabilities for the settlement of Milacron's interest rate swaps resulting from the extinguishment of the associated debt:
(in millions)
  Amount  

Pro forma net adjustment to:

       

Other current assets

  $ 1.8  

Other current liabilities

    (1.5 )

Other long-term liabilities

    (5.3 )

Settlement of Milacron interest rate swaps, net

  $ (5.0 )
(C)
As a result of Milacron having a fiscal year ended December 31, ASC 842, Leases, was adopted by Milacron on January 1, 2019 and the resulting lease assets and liabilities are presented on their historical consolidated balance sheet as of June 30, 2019. However, ASC 842 will not be adopted by Hillenbrand until October 1, 2019 due to Hillenbrand having a fiscal year ended September 30. In order to conform to Hillenbrand's presentation resulting from the difference in the adoption date, Milacron's lease assets and liabilities have been removed from the unaudited pro forma condensed combined balance sheet as follows:
(in millions)
  Amount  

Pro forma net adjustment to:

       

Operating lease right-of-use assets

  $ 33.3  

Other current liabilities

  $ (7.6 )

Operating lease liabilities

  $ (25.7 )
(D)
Reflects an adjustment to intangible assets, net, based on a preliminary fair value assessment:
(in millions)
  Note   Amount  

Fair value of intangible assets acquired

    (i ) $ 625.0  

Removal of Milacron's historical intangible assets

          (285.9 )

Pro forma net adjustment to intangible assets, net

        $ 339.1  

(i)
Hillenbrand has determined a preliminary estimate of intangible assets, which include customer relationships, technology, trade names, and backlog. See Note 7(B) for the pro forma adjustment related to the amortization of these intangible assets.

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(E)
Reflects an adjustment to goodwill based on the preliminary purchase price allocation:
(in millions)
  Note   Amount  

Fair value of consideration transferred in excess of the preliminary fair value of assets acquired and liabilities assumed

    (i ) $ 874.3  

Removal of Milacron's historical goodwill

          (515.6 )

Pro forma net adjustment to goodwill

        $ 358.7  

(i)
Goodwill represents the excess of the estimated purchase price consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Refer to the preliminary estimated purchase price consideration allocation in Note 5.
(F)
The financing for the transaction is expected to consist of $375.0 million in aggregate principal amount of senior unsecured notes already issued, $500.0 million from a five-year term loan, $225.0 million from a three-year term loan, and $638.1 million drawn under Hillenbrand's existing $900.0 million revolving credit facility, as described above. Refer to the table below for a summary of the impact the financing arrangements are expected to have on the unaudited pro forma condensed combined balance sheet.
(in millions)
  Note   Amount  

Proceeds:

             

Proceeds from $500 million term loan

    (i ) $ 500.0  

Proceeds from $225 million term loan

    (i )   225.0  

Proceeds from senior unsecured notes

    (i )   375.0  

Proceeds from revolving credit facility

    (i )   638.1  

Less: Capitalized deferred financing issuance costs

    (ii )   (7.3 )

Proceeds from issuance of long-term debt, net of capitalized debt issuance costs

          1,730.8  

Repayments:

             

Repayment of Milacron's long-term debt, net of debt issuance costs

    (iii )   (824.7 )

Pro forma net adjustment to long-term debt

        $ 906.1  

Settlement of Hillenbrand's forward interest rate swaps:

             

Pro forma adjustment to other long-term liabilities

    (iv ) $ (15.9 )

(i)
As mentioned in Note 6(A)(i), Hillenbrand issued $375.0 million of senior unsecured notes during September 2019 and expects to incur borrowings under a fully committed five-year, $500.0 million syndicated term loan and a fully committed three-year, $225.0 million syndicated term loan. Additionally, Hillenbrand currently estimates that it will incur $638.1 million of additional borrowings under its existing $900.0 million revolving credit facility.

(ii)
Reflects deferred financing costs of $7.3 million expected to be incurred in connection with the financing activity described previously in note (i). This amount does not reflect bridge facility financing fees.

(iii)
It is currently expected that Milacron's senior secured term loan facility maturing in September 2023 will be repaid in connection with the transaction. Based upon the amounts of Milacron debt reflected on its balance sheet as of June 30, 2019, a total of $824.7 million, net of debt issuance costs, is therefore expected to be repaid. Amounts outstanding under this term loan facility may change between the date of the Milacron

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(iv)
Reflects a decrease to other long-term term liabilities of $15.9 million for the settlement of Hillenbrand's forward interest rate swaps previously executed to hedge a portion of the interest rate associated with the $375.0 million senior unsecured notes.
(G)
The following table summarizes the adjustments to deferred income taxes in conjunction with the preliminary allocation of purchase price consideration disclosed in Note 5.
(in millions)
  Note   Amount  

Balance of historical Milacron deferred income taxes (at June 30, 2019)

        $ 57.2  

Adjustment for acquired intangible assets

    (i )   91.6  

Adjustment to valuation allowance for certain net operating losses

    (ii )   (25.2 )

Pro forma opening balance of deferred income taxes (see Note 5)

          123.6  

Pro forma adjustment to deferred income taxes

        $ 66.4  

(i)
Reflects a deferred income tax liability resulting from the preliminary fair value adjustment to intangible assets as disclosed in Note (D) above. The estimate of the deferred income tax liability was determined based on the book and tax basis difference using a blended statutory rate of Hillenbrand of 27%. This estimate of the deferred tax liability is preliminary and is subject to change based upon Hillenbrand's final determination of the fair values of identifiable intangibles.

(ii)
Hillenbrand management has performed a preliminary analysis of Milacron's U.S. and non-U.S. net operating losses. Based on this preliminary analysis, no limitation as to the total value of U.S. net operating losses was identified under Section 382 of the Internal Revenue Code. However, there may be limitations on the amount of net operating losses that can be used by Hillenbrand within a specific year. The pro forma adjustment considers the preliminary estimation of Hillenbrand's ability to utilize the deferred tax assets, and therefore, an approximate $25.2 million valuation allowance previously recorded in Milacron's financial statements related to such net operating losses will no longer be recorded post-combination. This estimate is preliminary and is subject to change based upon Hillenbrand's final analysis performed subsequent to the completion of the transaction.
(H)
Reflects an adjustment to Hillenbrand and Milacron equity based on the following:
(in millions)
  Note   Amount  

Fair value of common stock issued to the sellers

    (i ) $ 321.1  

Transaction costs

    (ii )   (42.6 )

Removal of Milacron 's historical shareholders' equity

          (531.8 )

Pro forma net adjustment to total Hillenbrand and Milacron equity

        $ (253.3 )

(i)
As disclosed in Note 4(A), the estimated value of Hillenbrand common shares to be issued is $321.1 million.

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(ii)
To record estimated transaction costs to be incurred by Hillenbrand and Milacron subsequent to June 30, 2019, including bridge facility financing fees.

7.     Adjustments to the unaudited pro forma condensed combined statements of income

        Refer to the items below for a reconciliation of the adjustments reflected in the unaudited pro forma condensed combined statement of income:

(in millions)
  Estimated
Fair Value
  Nine months
ended June 30,
2019
  Year ended
September 30,
2018
 

Amortization expense for acquired intangible assets

  $ 625.0   $ 21.4   $ 43.5  

Less: Historical Milacron amortization

          (17.0 )   (24.7 )

Pro forma net adjustment to Amortization expense

        $ 4.4   $ 18.8  

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(C)
Historical interest expense has been adjusted as follows:
(in millions)
  Principal
balance
  Assumed
weighted
average
interest rate
  Note   Nine months
ended June 30,
2019
  Year ended
September 30,
2018
 

Increases to interest expense:

                               

Revolving credit facility

  $ 638.1           (i )            

Senior unsecured notes

    375.0           (ii )            

$500 million term loan

    500.0           (iii )            

$225 million term loan

    225.0           (iii )            

  $ 1,738.1     3.8 %   (iv ) $ 49.6   $ 66.1  

Amortization of capitalized deferred financing costs and settlement of forward interest rate swaps

                (v )   2.4     3.2  

                    $ 52.0   $ 69.3  

Decreases to interest expense:

                               

Historical interest expense of Milacron for debt being repaid

                      (30.0 )   (44.1 )

Pro forma adjustment to interest expense, net

                    $ 22.0   $ 25.2  

(i)
As mentioned in Note 6(F), Hillenbrand expects to draw on its $900.0 million revolving credit facility which bears a variable LIBOR rate or base rate, at Hillenbrand's option, plus a spread based on leverage. Interest expense has been calculated based upon the applicable LIBOR rate as of September 30, 2019, plus the corresponding spread based on leverage resulting from the transaction.

(ii)
As mentioned in Note 6(F), Hillenbrand issued senior unsecured notes in an aggregate principal amount of $375.0 million during September 2019. The senior unsecured notes were issued at a fixed rate of interest of 4.5%.

(iii)
As mentioned in Note 6(F), Hillenbrand expects to draw $500.0 million on a five-year term loan and $225.0 million on a three-year term loan. Both term loans bear a variable LIBOR rate or base rate, at Hillenbrand's option, plus a spread based on leverage. Interest expense for the term loans has been calculated based upon the applicable LIBOR rate as of September 30, 2019, plus the corresponding spread based on leverage resulting from the transaction.

(iv)
Represents the assumed combined weighted average interest rate for the revolving credit facility, senior unsecured notes, and term loans. A 0.125% change in the assumed combined weighted average interest rate would increase or decrease interest expense on a pro forma basis by $1.6 million and $2.2 million for the nine months ended June 30, 2019 and year ended September 30, 2018, respectively.

(v)
Reflects the amortization of deferred financing costs to be incurred as a result of the expected financing. In addition, this amount reflects the impact to interest expense resulting from the settlement of Hillenbrand's forward interest rate swaps designated as interest rate hedges on a portion of the $375.0 million senior unsecured notes. This amount does not include financing fees associated with the bridge facility.
(D)
Reflects the income tax impact of the pro forma adjustments utilizing the blended statutory income tax rate of 27% for the nine months ended June 30, 2019 and for the fiscal year ended September 30, 2018.

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(E)
The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of Hillenbrand plus shares issued as part of the transaction. The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average shares of Hillenbrand common stock and the share impact as part of the transaction. Weighted average shares outstanding are as follows:
(in millions)
Pro forma weighted average shares—basic
  Note   Nine months
ended June 30,
2019
  Year ended
September 30,
2018
 

Historical Hillenbrand weighted average shares outstanding—basic

          62.9     63.1  

Shares of Hillenbrand common stock to be issued to Milacron stockholders

          11.4     11.4  

Pro forma weighted average shares—basic

    (i )   74.3     74.5  

 

(in millions)
Pro forma weighted average shares—diluted
  Note   Nine months
ended June 30,
2019
  Year ended
September 30,
2018
 

Historical Hillenbrand weighted average shares outstanding—diluted

        63.4     63.8  

Shares of Hillenbrand common stock to be issued to Milacron stockholders

        11.4     11.4  

Pro forma weighted average shares—diluted

  (i),(ii)     74.8     75.2  

(i)
As mentioned in Note 4(C), certain outstanding share-based equity awards held by Milacron employees will be cancelled and converted into the right to receive the merger consideration, which includes 0.1612 shares of Hillenbrand common stock. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the basic or diluted weighted average shares.

(ii)
As mentioned in Note 4(C), certain outstanding share-based equity awards held by Milacron employees and granted after July 12, 2019 will be converted into share-based equity awards of Hillenbrand upon the closing of the transaction. At this time, Hillenbrand has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary in order to quantify a pro forma adjustment and thus has not been reflected in the diluted weighted average shares.

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BENEFICIAL OWNERSHIP TABLE

        The following table shows information regarding the beneficial ownership of Milacron's common stock by: (i) each person or group who is known by Milacron to own beneficially more than 5% of its common stock; (ii) each member of Milacron's Board, each nominee for election as a director, and each of Milacron's named executive officers; and (iii) all members of Milacron's Board and Milacron's executive officers as a group. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, Milacron believes that, based on the information provided to it, the persons and entities named in the table below have sole voting and investment power with respect to all shares of Milacron's common stock shown as beneficially owned by them. Except as noted by footnote, all stockholdings are as of September 30, 2019 and the percentage of beneficial ownership is based on 70,746,408 shares of common stock outstanding as of September 30, 2019. Unless otherwise indicated, the address for each holder listed below is c/o Milacron Holdings Corp., 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242.

Name and address of beneficial owner
  Number of Shares   Percentage
of Shares
 

Principal stockholders

             

The Vanguard Group(1)

    6,405,278     9.1 %

BlackRock, Inc.(2)

    4,964,631     7.0 %

Magnetar Financial LLC(3)

    4,253,315     6.0 %

Janus Henderson Group(4)

    4,039,681     5.7 %

(1)
Based on information obtained from Amendment No. 1 to Schedule 13G filed by The Vanguard Group ("Vanguard") on February 11, 2019. According to that report, Vanguard possesses sole power to vote or to direct the voting of 76,683 of such shares and possesses shared power to vote or to direct the voting of 4,118 of such shares and possesses sole power to dispose or to direct the disposition of 6,332,314 of such shares and possesses shared power to dispose or to direct the disposition of 72,964 of such shares. In addition, according to that report, Vanguard's business address is 100 Vanguard Blvd., Malvern, PA 19355.

(2)
Based on information obtained from Schedule 13G filed by BlackRock, Inc. ("BlackRock") on February 8, 2019. According to that report, BlackRock possesses sole power to vote or to direct the voting of 4,528,024 of such shares and possesses sole power to dispose or to direct the disposition of 4,964,631 of such shares. In addition, according to that report, BlackRock's business address is 55 East 52nd Street, New York, NY 10055.

(3)
Based on information obtained from Schedule 13D filed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowiz (collectively, "Magnetar") on August 12, 2019. According to that report, Magnetar possesses shared power to vote or to direct the voting of 4,253,515 of such shares and possesses shared power to dispose or to direct the disposition of 4,253,315 of such shares. In addition, according to that report, Magnetar's business address is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.

(4)
Based on information obtained from Amendment No. 1 to Schedule 13G filed by Janus Henderson Group plc ("Janus") on February 12, 2019. According to that report, Janus possesses shared power to vote or to direct the voting of 4,039,681 of such shares and possesses shared power to dispose

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Directors and Named Executive Officers(5)
   
   
 

Ira Boots

    75,924     *  

Timothy Crow

    11,178     *  

Waters Davis

    31,404     *  

James Gentilcore

    79,718     *  

Gregory Gluchowski

    11,178     *  

James Kratochvil

    47,118     *  

David Reeder

    11,178     *  

Rebecca Lee Steinfort

    11,178     *  

Thomas Goeke

    1,480,476     2.1 %

Bruce Chalmers

    228,022     *  

Ling An-Heid

    571,983     *  

Gerrit Jue

    15,333     *  

Mark Miller

    51,113     *  

All members of the Milacron Board and executive officers as a group (14 persons)

    2,682,542     3.8 %

*
Less than 1%
(5)
With respect to Milacron's named executive officers Messrs. Goeke, Chalmers and Ms. An-Heid, the number of shares beneficially owned includes 919,494, 79,725, and 316,242 shares, respectively, which may be acquired pursuant to options issued under Milacron's 2012 Equity Incentive Plan (as amended) because such options are exercisable within 60 days. With respect to Milacron's named executive officer Ms. An-Heid, the number of shares beneficially owned includes 16,854 shares subject to RSU awards issued under Milacron's 2015 Equity Incentive Plan (as amended) for which the vesting restrictions thereon will lapse within 60 days. With respect to Milacron's named executive officers Messrs. Goeke, Chalmers, Jue, and Miller and Ms. An-Heid, the number of shares beneficially owned includes 409,978, 91,097, 7,258, 45,945, and 73,958 shares, respectively, which may be acquired pursuant to options issued under Milacron's 2015 Equity Incentive Plan (as amended) because such options are exercisable within 60 days. With respect to Messrs. Boots, Davis, Gentilcore and Kratochvil, the number of shares beneficially owned includes 24,535, 12,953, 44,953, and 31,953 shares, respectively, which may be acquired pursuant to options issued under Milacron's 2012 Equity Incentive Plan (as amended) because such options are exercisable within 60 days.

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COMPARISON OF STOCKHOLDER RIGHTS

        Hillenbrand is incorporated under the laws of the State of Indiana, and, accordingly, the rights of Hillenbrand shareholders are governed by the laws of the State of Indiana. Milacron is incorporated under the laws of the State of Delaware, and, accordingly, the rights of Milacron stockholders are governed by the laws of the State of Delaware. Upon completion of the merger, Milacron stockholders immediately prior to the completion of the merger will become Hillenbrand shareholders. Thus, following the merger, the rights of Milacron stockholders who become Hillenbrand shareholders in the merger will shift from being governed by the laws of the State of Delaware to the laws of the State of Indiana, and will also then be governed by the Hillenbrand articles of incorporation and the Hillenbrand bylaws.

        The following is a summary of certain material differences between (i) the current rights of Milacron stockholders under the Milacron certificate of incorporation, Milacron bylaws and Delaware law, including the DGCL and (ii) the current rights of Hillenbrand shareholders under the Hillenbrand articles of incorporation, the Hillenbrand bylaws and Indiana law, including the IBCL.

        The following summary is not a complete statement of the rights of stockholders and shareholders of the two companies or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to Milacron's and Hillenbrand's respective governing documents, which we urge you to read carefully and in their entirety. Copies of the respective companies' governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, see the section entitled "Where You Can Find More Information" beginning on page 180 of this proxy statement/prospectus.

 
  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Authorized Capital Stock

  The authorized capital stock of Hillenbrand consists of 199,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock.   The authorized capital stock of Milacron consists of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share.

Preferred Stock

 

Hillenbrand's articles of incorporation provide that the Hillenbrand Board may authorize the issuance of one or more series of preferred stock and designate the relative preferences, limitations, voting rights, if any, and other rights of each such series by the adoption and filing of a certificate in accordance with the IBCL.

 

Milacron's certificate of incorporation provides that the Milacron Board may provide for the issuance of shares of preferred stock in one or more series or classes and, to fix the number, designation, voting powers, powers, preferences and relative rights, qualifications, limitations and restrictions on the shares constituting such series or class, and to cause to be filed a certificate of designation with respect thereto with the Secretary of State of the State of Delaware.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Dividends

 

Hillenbrand's articles of incorporation provide that the Hillenbrand Board has the power to pay dividends and make other distributions, in such amounts and forms, from such sources and upon such terms and conditions as it may, from time to time, determine, subject only to the restrictions, limitations, conditions and requirements imposed by the IBCL, other applicable laws and the articles of incorporation.

 

Milacron's certificate of incorporation provides that, subject to the prior rights of all classes or series of stock at the time outstanding having prior rights to dividends, the Milacron Board may declare from time to time out of assets or funds of Milacron legally available, dividends and distributions to common stockholders in equal amounts per share, payable in cash or otherwise.

Special Meetings of Shareholders/Stockholders

 

Hillenbrand's bylaws provide that special meetings of the shareholders may be called for the purposes of electing individuals to vacant positions on the Hillenbrand Board, acting upon such other questions or matters as are proposed to be submitted to a vote at the meeting and acting upon such further questions or matters as may properly come before the meeting, by the Hillenbrand Board, president or shareholders holding not less than one-fourth of the outstanding shares of common stock (determined as of the date upon which the special meeting is called).

 

Milacron's certificate of incorporation and bylaws provide that special meetings of stockholders may be called only by a majority of the Milacron Board, the chairperson of the Milacron Board or Milacron's chief executive officer.

Special Meetings of the Board

 

Hillenbrand's bylaws provide that special meetings of the Hillenbrand Board may be called at any time for the purposes of electing individuals to each vacant position on the Hillenbrand Board, electing individuals to each vacant office and acting upon such other questions and matters as may properly come before the meeting. A special meeting may be called by any member of the Hillenbrand Board.

 

Milacron's bylaws provide that special meetings of the Milacron Board will be held whenever called by the chairperson of the Milacron Board, Milacron's chief executive officer or president or a majority of the Milacron Board.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Shareholder/Stockholder Action by Written Consent

 

Under the IBCL, any action that can be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.

Hillenbrand's articles of incorporation provide that shareholders may take action in lieu of a meeting if unanimous written consent is obtained and such written consent is filed with the minutes of the proceedings of the shareholders.

 

Under the DGCL, any action that can be taken at any annual or special meeting of stockholders of a corporation may also be taken by stockholders without a meeting, without prior notice and without a vote unless the certificate of incorporation provides otherwise.

Milacron's certificate of incorporation provides that stockholders may not take action by written consent.

Shareholder/Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors

 

Hillenbrand's bylaws provide that for business to be properly brought before a meeting by a shareholder, the shareholder must have given timely notice thereof. The notice must set forth a brief description of the business desired to be brought before the meeting, the name and address of the proposing shareholder, the class and number of shares owned by the shareholder, any interest of the shareholder in such business, and a description of the understanding (if any) that has been entered into by the shareholder, the effect of which is to manage risk or benefit the rights of the shareholder with respect to common stock.

Hillenbrand's bylaws provide that any shareholder entitled to vote for the election of members of the Hillenbrand Board may nominate directors. For nominations to be made, the shareholder must give timely notice in writing thereof. Any nominee must satisfy the qualifications established by the Hillenbrand Board as contained in the Hillenbrand proxy statement for the immediately preceding annual meeting. The notice must set forth the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated, a representation that the shareholder is a holder of record, setting forth the

 

Milacron's bylaws allow stockholders who are record holders on the date of notice and on the date of the annual meeting or special meeting, as applicable, to nominate candidates for election to the Milacron Board. Stockholders who are record holders on the date of notice and on the date of the annual meeting may also propose business to be brought before such annual meeting.

Such proposals (other than proposals included in the notice of meeting pursuant to Rule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought by a stockholder who has given timely notice in proper written form to Milacron's secretary prior to the meeting.

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be delivered to the secretary at Milacron's principal executive office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting; provided, that in the event that the date of the meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

 

shares so held, and intends to appear at the meeting to nominate the person(s) specified in the notice, a description of any understanding that has been entered into by the shareholder, the intent of which is to manage risk or benefit of share price changes, or increase or decrease the voting power of the shareholder with respect to common stock, a description of all understandings between such shareholder and each nominee proposed by the shareholder and any other person or persons pursuant to which the nomination or nominations are to be made by the shareholders, such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, the consent in writing of each nominee to serve as a director if so elected and a description of the qualifications of such nominee to serve as a director.

Hillenbrand's bylaws provide that shareholders must give Hillenbrand advance notice of a shareholder proposal or nomination brought before the annual shareholder meeting. To be timely, a shareholder's notice must be delivered to or mailed and received by Hillenbrand not later than 100 days prior to the anniversary of the date of the immediately preceding annual meeting which was specified in the initial formal notice of such meeting (but if the date of the forthcoming annual meeting is more than 30 days after such anniversary date, such written notice will also be timely if received by Hillenbrand by the later of 100 days prior to the forthcoming meeting date and the close of business 10 days following the date on which Hillenbrand first makes public disclosure of the meeting date).

 

the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or, if the first public announcement of the date of the annual meeting is less than 100 days prior to such date, the 10th day following the day on which public announcement of the date of the meeting is first made by Milacron.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Number of Directors

 

Hillenbrand's articles of incorporation and bylaws provide that the Hillenbrand Board shall consist of no fewer than seven members and no more than 13 members, as fixed from time to time by resolution of the Hillenbrand Board.

 

Milacron's certificate of incorporation and bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Milacron Board.

 

There are currently ten directors serving on the Hillenbrand Board.

 

There are currently nine directors serving on the Milacron Board.

Election of Directors

 

Hillenbrand's articles of incorporation and bylaws provide that the Hillenbrand Board is divided into three classes of directors, each class serving staggered three-year terms. At each annual meeting, the terms of all of the members of one class of directors shall expire and directors shall be elected to succeed the members of such class for three-year terms expiring at the third succeeding annual meeting.

Hillenbrand has opted out of Chapter 33-6(c) of the IBCL, which provides a statutory method of staggered terms.

 

Milacron's certificate of incorporation and bylaws provide that the Milacron Board is divided into three classes of directors serving staggered three-year terms. Each director, to the extent possible, will be equal in number. Each class holds office until the third annual stockholders' meeting next succeeding such director's election.

Milacron's bylaws provide that directors are elected by the plurality vote of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon.

 

Hillenbrand's bylaws provide that directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present; provided, however, that, if the number of nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of shareholders at which a quorum is present. If an incumbent director nominee fails to receive the required vote, the director's term shall end at the annual meeting at which he or she failed to receive the required vote.

   

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Removal of Directors

 

Hillenbrand's articles of incorporation and bylaws provide that a director may be removed from office, but only for cause and only by the affirmative vote of at least two-thirds of the voting power of all of the shares entitled to vote generally in the election of directors, voting together as a single class.

 

Milacron's certificate of incorporation provides that directors may only be removed for cause and by the affirmative vote of holders of at least a majority of the voting power of Milacron outstanding capital stock entitled to vote generally in the election of directors.

Vacancies of Directors

 

Hillenbrand's articles of incorporation and bylaws provide that a majority of the remaining Hillenbrand Board may fill any vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, or caused by an increase in the number of the members of the Hillenbrand Board. A director elected by the Hillenbrand Board to fill any vacancy shall be elected for a term expiring at the next succeeding annual meeting of shareholders, regardless of the class to which such director is elected.

 

Milacron's certificate of incorporation provides that any vacancies for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by a majority of the Milacron Board then in office.

Limitation on Liability of Directors

 

The IBCL provides that a director is not liable for any action taken as a director, or any failure to act, unless the director has breached or failed to perform the duties of the director's office in compliance with the IBCL and the breach or failure to perform constitutes willful misconduct or recklessness.

 

The DGCL permits corporations to include provisions in their certificate of incorporation eliminating monetary damages for a director for any breach of fiduciary duty. A corporation may not eliminate liability for a director's breach of the duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful dividends, stock purchases or redemptions, or for any transaction from which the director derived an improper personal benefit.

     

Milacron's certificate of incorporation provides that, to the fullest extent permitted by the DGCL, no director will be personally liable to Milacron or any of its stockholders for monetary damages for any breach of fiduciary duty as a director.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Indemnification of Directors and Officers

 

Under the IBCL, unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in defense of the proceeding. In addition, unless limited by its articles of incorporation, an officer of a corporation, whether or not a director, is entitled to mandatory indemnification to the same extent as a director, and a corporation may also indemnify and advance expenses to an officer, employee or agent to the same extent as to a director.

An Indiana corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the individual's conduct was in good faith, (ii) the individual reasonably believed, in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the best interests of the corporation, and in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, the individual either had reasonable cause to believe that the individual's conduct was lawful, or the individual had no reasonable cause to believe that the individual's conduct was unlawful.

 

Under the DGCL, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorneys' fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation.

Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation's request against expenses (including attorney's fees), judgments, fines and amounts paid in settlement of actions taken, if the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. However, no indemnification may be paid for judgments and settlements in actions by or in the right of the corporation.

A corporation may not indemnify a current or former director or officer of the corporation against expenses to the extent the person is adjudged to be liable to the corporation unless a court approves the indemnity.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

     

The DGCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of a corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such.

 

Hillenbrand's articles of incorporation and bylaws provide that, to the fullest extent permitted by the IBCL, Hillenbrand indemnifies each person who is a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Hillenbrand) by reason of the fact that he or she is a director or officer or by reason of any action alleged to have been taken or omitted in such capacity. Hillenbrand also indemnifies any person who is a party to an action or suit by or in the right of Hillenbrand to procure a judgment in its favor if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in the best interests of Hillenbrand. To the extent that an indemnitee has been successful in the defense of any action, suit or proceeding above, he or she will be indemnified against all expenses, including attorneys' fees.

Hillenbrand's bylaws further provide that in the event of any action, suit, proceeding or investigation, any expenses (including attorneys' fees) incurred by or on behalf of the indemnitee in defense shall be paid by Hillenbrand in advance of the final disposition if (i) the indemnitee affirms a good faith belief that the indemnitee met the standard of conduct required by the IBCL and

 

Milacron's certificate of incorporation and bylaws provide that Milacron shall indemnify any current or former director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative (other than an action by or in the right of Milacron), by reason of the fact that the person is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of Milacron or other entity at the request of Milacron, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding or issue or matter therein if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Milacron and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Milacron's certificate of incorporation and bylaws provide that Milacron shall indemnify any current or former director or officer who was or is a party or is threatened to be made a party to any threatened, pending or

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

 

articles of incorporation, (ii) acknowledges that he will repay expenses if it is ultimately determined that he did not meet the standard of conduct entitling him to indemnification and (iii) if required by the IBCL, Hillenbrand determines that the facts known to those making the determination would not preclude indemnification under the IBCL.

 

completed action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative, by or in the right of Milacron by reason of the fact that the person is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of Milacron or other entity at the request of Milacron, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Milacron. However, no indemnification will be made in respect of any claim, issue or matter as to which such person has been finally adjudged to be liable to Milacron, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the action, suit or proceeding was brought determines that such indemnification may be made.

Under Milacron's certificate of incorporation and bylaws, employees and agents of Milacron may, to the extent authorized from time to time by the Milacron Board, be indemnified and advanced expenses.

Under Milacron's certificate of incorporation and bylaws, current or former directors and officers of Milacron who are successful on the merits or otherwise in defense of any of the above described actions, suits and proceedings or in defense of any claim, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by or on behalf of such person in connection therewith. If any such person is not wholly successful in any such action, suit or proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

     

matters, Milacron shall indemnify such person against all expenses (including attorneys' fees) actually and reasonably incurred by or on behalf of such person in connection with each claim, issue or matter that is successfully resolved.

In the case of indemnification pursuant to the provisions described above, indemnification will be made only as authorized in the specific case upon a determination that indemnification is proper in accordance with the standards described above.

Amendments to Certificate of Incorporation

 

Under the IBCL, a corporation's board may make certain non-substantive amendments to the articles of incorporation without shareholder action. For all other amendments to be adopted under the IBCL, (1) a corporation's board must recommend the amendment to shareholders unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and (2) the shareholders entitled to vote on the amendment must approve the amendment by (A) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (B) the shareholders entitled to vote on the amendment if the votes cast favoring the proposal exceed the votes cast opposing the proposal at a meeting at which a quorum is present.

Hillenbrand's articles of incorporation provide for amendment in accordance with the IBCL. However, any amendment to the provisions relating to directors requires an affirmative vote of at least two-thirds of the voting power of the shares entitled to vote generally in the election of directors, voting together as a single class.

 

Under the DGCL, an amendment to the certificate of incorporation generally requires (1) the approval of the board of directors, (2) the approval of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment and (3) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, if any.

Milacron's certificate of incorporation provides that, in addition to any other vote required by law, the affirmative vote of the holders of at least 662/3% of the voting power of Milacron's then outstanding stock entitled to vote thereon is required to amend, alter, add to or repeal, or adopt any provision of the certificate of incorporation inconsistent with certain enumerated provisions relating to (1) the classification of the Milacron Board, removal of Milacron directors, filling vacancies on the Milacron Board, (2) amendment of the bylaws, (3) special meetings of the stockholders, including stockholder action by written consent and (4) the Court of Chancery of the State of Delaware as the forum of choice.

In all other instances, the DGCL standard for amendment to the certificate of incorporation described above applies.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Amendments to Bylaws

 

Hillenbrand's articles of incorporation provide that the Hillenbrand Board shall have power, without the assent or vote of the shareholders, to make, alter, amend or repeal the bylaws, by the affirmative vote of a number of directors equal to a majority of the number who would constitute a full Hillenbrand Board at the time of such action.

On August 21, 2019, the Hillenbrand Board approved an amendment and restatement of the articles of incorporation to also permit Hillenbrand's shareholders to amend Hillenbrand's bylaws. The amendment and restatement are subject to shareholder approval and, if approved, will provide that Hillenbrand's shareholders may amend the bylaws by the affirmative vote, at a meeting, of at least a majority of the votes entitled to be cast by the holders of the outstanding shares of all classes of stock of Hillenbrand entitled to vote generally in the election of directors, considered as a single voting group. The Hillenbrand Board has directed that the amendment and restatement be submitted for approval by the shareholders at the 2020 Annual Meeting of Hillenbrand shareholders and will recommend that the shareholders approve the amendment and restatement.

On August 21, 2019, the Hillenbrand Board also approved amendments to the bylaws to permit Hillenbrand's shareholders to amend Hillenbrand's bylaws by the affirmative vote set forth above, which amendments are subject to the approval of the amendment and restatement of the articles of incorporation by Hillenbrand's shareholders and will be effective upon the effectiveness of the filing of the amendment and restatement with the Indiana Secretary of State.

 

Milacron's certificate of incorporation and bylaws provide that the bylaws may be made, altered, amended, added to or repealed by the Milacron Board by resolution by a majority of the directors then in office or, to the extent made, altered, amended, added to or repealed by the stockholders in a way that is inconsistent therewith, by the affirmative vote of the holders of at least 66 2/3% of the voting power of Milacron's then outstanding shares entitled to vote generally in the election of directors.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Certain Business Combinations

 

Chapter 43 of the IBCL prohibits an Indiana corporation from engaging in a business combination with a shareholder who is the beneficial owner of 10% or more of the voting power of the outstanding voting shares of that corporation or an affiliate or associate of the corporation which beneficially owned at any time during the preceding five years 10% or more of such voting power, for five years following the date the shareholder acquired such 10% beneficial ownership, unless the acquisition of such beneficial ownership or the business combination was approved by the board of directors in advance of that date. If the combination was not previously approved, the interested shareholder may effect a combination after the five-year period only if the shareholder receives approval from a majority of the disinterested shares or the offer meets certain fair price criteria. A corporation may elect to opt out of these provisions in an amendment to its articles of incorporation approved by a majority of the disinterested shares.

Hillenbrand has not opted out of this provision. Hillenbrand has opted out of Chapter 42 of the IBCL (control share acquisition statute).

 

Section 203 of the DGCL prohibits a Delaware corporation from engaging in a business combination with a stockholder acquiring more than 15% but less than 85% of the corporation's outstanding voting stock for three years following the time that person becomes an "interested stockholder" (a holder of more than 15% of the corporation's outstanding shares), unless (i) prior to the date the person becomes an interested stockholder, the board of directors approves either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owns at least 85% of the voting stock outstanding at the time the transaction commenced (subject to certain exclusions), or (iii) at or subsequent to such time, the business combination is approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. The DGCL allows a corporation's certificate of incorporation to contain a provision expressly electing not to be governed by Section 203.

Milacron's certificate of incorporation includes a provision pursuant to which Milacron elected to not be governed by Section 203 of the DGCL until the time at which (i) Section 203 by its terms would, but for the opt out, apply to Milacron and (ii) there occurred a transaction following the consummation of which CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II,  L.P. and certain of their affiliates collectively owned less than 5% of the voting power of Milacron's then outstanding shares of voting stock. Such time has occurred and thus Milacron is governed by Section 203 of the DGCL.

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  Rights of Hillenbrand Shareholders   Rights of Milacron Stockholders

Forum Selection Provision

 

Unless Hillenbrand consents to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action; (ii) any action asserting a claim for breach of a fiduciary duty owed to Hillenbrand or any of the constituents identified in IBCL 23-1-35-1(d) (shareholders, employees, suppliers, customers and communities in which offices or other facilities of the corporation are located); (iii) any action asserting a claim arising under: (A) any provision of the IBCL or (B) Hillenbrand's articles of incorporation or bylaws; or (iv) any action otherwise relating to the internal affairs of Hillenbrand shall be the circuit or superior courts of Marion County, Indiana, or the United States District Courts of Indiana.

Under Hillenbrand's articles of incorporation, this forum selection provision will apply to state and federal law claims, including claims under the federal securities laws, although Hillenbrand's shareholders will not be deemed to have waived Hillenbrand's compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court could find the forum selection provisions contained in Hillenbrand's articles of incorporation to be inapplicable or unenforceable.

 

Unless Milacron consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any action asserting a claim of (i) any derivative action; (ii) any action asserting a claim of breach of a fiduciary duty owed by, or wrongdoing by, any director, officer or employee of Milacron owed to Milacron or its stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, Milacron's certificate of incorporation or bylaws; (iv) any action to interpret, apply, enforce or determine the validity of Milacron's certificate of incorporation or bylaws; or (v) any action asserting a claim governed by the internal affairs doctrine.

Shareholder/Stockholder Rights Plan

 

The IBCL includes a statutory provision expressly validating shareholder rights plans.

Hillenbrand does not have a shareholder rights plan currently in effect.

 

The DGCL does not include a statutory provision expressly validating stockholder rights plans. However, such plans have generally been upheld by the decisions of courts applying Delaware law.

Milacron does not have a stockholder rights plan currently in effect.

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APPRAISAL RIGHTS

Appraisal Rights of Milacron Stockholders

        Record holders of Milacron common stock who comply with the procedures summarized below will be entitled to appraisal rights if the merger is completed. Under Section 262 of the DGCL, which is referred to as Section 262, holders of shares of Milacron common stock with respect to which appraisal rights are properly demanded and perfected and not withdrawn or lost are entitled, in lieu of receiving the merger consideration, to have the "fair value" of their shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) at the completion of the merger, judicially determined and paid to them in cash by complying with the provisions of Section 262. Milacron is required to send a notice to that effect to each stockholder not less than 20 days prior to the special meeting. This proxy statement/prospectus constitutes that notice to the record holders of common stock.

        The following is a brief summary of Section 262, which sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of the applicable requirements, and is qualified in its entirety by reference to Section 262, a copy of the text of which is attached to this proxy statement/prospectus as Annex C. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of your appraisal rights under the DGCL. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

        Stockholders of record who desire to exercise their appraisal rights must do all of the following: (1) not vote in favor of adopting the merger agreement, (2) deliver in the manner set forth below a written demand for appraisal of the stockholder's shares to the Secretary of Milacron before the vote on the merger proposal, (3) continuously hold the shares of record from the date of making the demand through completion of the merger and (4) otherwise comply with the requirements of Section 262.

        Only a holder of record of Milacron common stock is entitled to demand an appraisal of the shares registered in that holder's name. A demand for appraisal must be executed by or for the stockholder of record. The demand should set forth, fully and correctly, the stockholder's name as it appears on the certificates representing shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If shares are owned of record by more than one person, as in a tenancy or tenancy in common, the demand must be executed by or on behalf of all owners. An authorized agent, including an agent of two or more owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose that, in exercising the demand, the agent is acting as agent for the record owner.

        A record owner, such as a broker, who holds shares as a nominee for others may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which the holder is the record owner. In that case, the written demand must set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares outstanding in the name of the record owner.

        Beneficial owners who are not record owners and who intend to exercise appraisal rights should consult with the record owner to determine the appropriate procedures for having the record holder make a demand for appraisal with respect to the beneficial owner's shares. Any holder of shares held in "street name" who desires appraisal rights with respect to those shares must take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record owner

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of the shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depository, such as Cede & Co., The Depository Trust Company's nominee. A demand for appraisal with respect to such shares must be made by or on behalf of the depository nominee and it must identify the depository nominee as the record owner. Any beneficial holder of shares desiring appraisal rights with respect to such shares which are held through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder.

        As required by Section 262, a demand for appraisal must be in writing and must reasonably inform Milacron of the identity of the record holder (which might be a nominee as described above) and of such holder's intention to seek appraisal of the holder's shares.

        Stockholders of record who elect to demand appraisal of their shares must mail or deliver their written demand to: Milacron Holdings, Corp., 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, Attention: Hugh O'Donnell, General Counsel and Secretary. The written demand for appraisal should specify the stockholder's name and mailing address. The written demand must reasonably inform Milacron that the stockholder intends thereby to demand an appraisal of his, her or its shares. The written demand must be received by Milacron prior to the vote on the merger proposal at the special meeting. Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the adoption of the merger agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262. In addition, the stockholder must not vote its shares of Milacron common stock in favor of adoption of the merger agreement. An executed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the merger agreement and will cause the stockholder's right of appraisal to be lost. Therefore, a stockholder who desires to exercise appraisal rights should either (1) refrain from executing and submitting the enclosed proxy card or (2) vote by proxy against the adoption of the merger agreement or affirmatively register an abstention with respect thereto.

        Notwithstanding a stockholder's compliance with the foregoing requirements, Section 262 provides that, because immediately prior to the merger Milacron common stock was listed on a national securities exchange, the Delaware Chancery Court will dismiss the proceedings as to all holders of shares of common stock who are otherwise entitled to appraisal rights unless (1) the total number of shares of common stock entitled to appraisal exceeds 1% of the outstanding shares of common stock or (2) the value of the consideration provided in the merger for such total number of shares of common stock entitled to appraisal exceeds $1 million.

        Within 120 days after completion of the merger, but not thereafter, either the surviving corporation in the merger or any stockholder who has timely and properly demanded appraisal of such stockholder's shares and who has complied with the requirements of Section 262 and is otherwise entitled to appraisal rights, or any beneficial owner for which a demand for appraisal has been properly made by the record holder, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all stockholders who have properly demanded appraisal. There is no present intent on the part of Milacron as the surviving corporation to file an appraisal petition, and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

        Within 120 days after completion of the merger, any stockholder who has complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of common stock not voting in

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favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the number of holders of such shares. A person who is the beneficial owner of shares held in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the surviving corporation for the statement described in the previous sentence. Such statement must be mailed within 10 days after the written request therefor has been received by the surviving corporation.

        If a petition for appraisal is duly filed by a Milacron stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of Milacron common stock and with whom agreements as to the value of their shares of common stock have not been reached. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the appraisal proceeding will be conducted, as to the shares of Milacron common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.

        After a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the date the merger is completed through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the date the merger is completed and the date of payment of the judgment. Notwithstanding the foregoing, at any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such stockholder), in which case interest will accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount determined to be fair value, to the stockholders entitled to receive the same upon the surrender by such holders of the certificates representing their shares, if any, or, immediately in the case of any uncertificated shares. The parties have made no determination as to whether such a payment will be made if the merger is completed, and Milacron reserves the right to make such a payment upon the completion of the merger.

        In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court stated that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value the court must

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consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Stockholders considering seeking appraisal should bear in mind that the fair value of their shares determined under Section 262 could be more than, the same as, or less than the merger consideration they are entitled to receive pursuant to the merger agreement if they do not seek appraisal of their shares, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262. Each of Milacron and Hillenbrand reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the "fair value" of a share of Milacron common stock is less than the applicable merger consideration.

        The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys' and expert witness fees. The Delaware Court of Chancery may order that all or a portion of the expenses incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses.

        From and after the date of completion of the merger, any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after completion of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to completion of the merger.

        Within 10 days after the completion of the merger, the surviving corporation must give notice of the date that the merger became effective to each of Milacron stockholders who has properly filed a written demand for appraisal, who did not vote in favor of the proposal to adopt the merger agreement and who has otherwise complied with Section 262. At any time within 60 days after completion of the merger, any stockholder who has demanded appraisal and who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such stockholder's demand for appraisal and to accept the cash and Hillenbrand common stock to which the stockholder is entitled pursuant to the merger. After this period, the stockholder may withdraw such stockholder's demand for appraisal only with the written approval of the surviving corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after completion of the merger, stockholders' rights to appraisal will cease and all stockholders will be entitled only to receive the merger consideration as provided for in the merger agreement. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. However, the preceding sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger within 60 days after completion of the merger.

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        The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262, a copy of the text of which is attached as Annex C to this proxy statement/prospectus.

        Failure to comply strictly with all the procedures set forth in Section 262 may result in the loss of a stockholder's statutory appraisal rights. Consequently, if you wish to exercise your appraisal rights, you are strongly urged to consult a legal advisor before attempting to exercise your appraisal rights.

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VALIDITY OF COMMON SHARES

        The validity of the shares of Hillenbrand common stock offered hereby will be passed upon for Hillenbrand by Ice Miller LLP.


EXPERTS

        The financial statements of Hillenbrand and Hillenbrand management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this proxy statement/prospectus by reference to Hillenbrand's Annual Report on Form 10-K for the year ended September 30, 2018 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of Milacron Holdings Corp. appearing in Milacron Holdings Corp.'s Current Report on Form 8-K (filed with the SEC on September 6, 2019) for the year ended December 31, 2018 (including schedule appearing therein), and the effectiveness of Milacron Holdings Corp.'s internal control over financial reporting as of December 31, 2018 included in its Annual Report (Form 10-K), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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STOCKHOLDER PROPOSALS

        If the merger is completed by early 2020, Milacron will become a wholly owned subsidiary of Hillenbrand and, consequently, will not hold an annual meeting of its stockholders in 2020. If the merger is not completed by early 2020 for any reason, then Milacron expects to hold an annual meeting of its stockholders in 2020.

        Under Milacron's current certificate of incorporation and bylaws and applicable SEC rules, the deadlines for stockholder proposals to be brought before the Milacron 2020 annual meeting of stockholders or to nominate candidates for election as directors are as follows:

        Stockholder proposals to be made at the 2020 Annual Meeting of Stockholders must have been received in writing by the Secretary at Milacron's principal executive offices not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting, or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by Milacron.

        Pursuant to Milacron's bylaws, notice of stockholder proposals must be in proper form, setting forth, as to each matter the stockholder proposes to bring before the annual meeting, the following:

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HOUSEHOLDING OF PROXY MATERIALS

        The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this proxy statement/prospectus is being delivered to Milacron stockholders residing at the same address, unless such stockholders have notified Milacron of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement/prospectus, or if you are receiving multiple copies of this proxy statement/prospectus and wish to receive only one, please contact Milacron at the address identified below. Milacron will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any Milacron stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Milacron Holdings, Corp., 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, Attn: Hugh C. O'Donnell, Vice President, General Counsel and Secretary, or contact Milacron by telephone at (513) 487-5000.


WHERE YOU CAN FIND MORE INFORMATION

        Milacron and Hillenbrand file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or 202-942-8090 for further information on the public reference room. The SEC also maintains an Internet website that contains reports, proxy statements and other information regarding issuers, including Milacron and Hillenbrand, who file electronically with the SEC. The address of that site is www.sec.gov. The information contained on the SEC's website is expressly not incorporated by reference into this proxy statement/prospectus.

        Hillenbrand has filed with the SEC a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. The registration statement registers the shares of Hillenbrand common stock to be issued to Milacron stockholders in connection with the merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about Milacron and Hillenbrand. The rules and regulations of the SEC allow Milacron and Hillenbrand to omit certain information included in the registration statement from this proxy statement/prospectus.

        In addition, the SEC allows Milacron and Hillenbrand to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus as described below.

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        Any statement contained herein, or in any documents incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this proxy statement/prospectus to the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus.

        This proxy statement/prospectus incorporates by reference the documents listed below that Milacron and Hillenbrand have previously filed with the SEC. They contain important information about the companies and their financial condition.

Milacron SEC Filings

Hillenbrand SEC Filings

        To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.

        In addition, all documents filed by Milacron or Hillenbrand pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of this proxy statement/prospectus and before the date of the special meeting or (ii) after the date of the initial registration statement and prior to effectiveness of the registration statement (excluding in each case any current reports on Form 8-K to the extent disclosure is furnished and not filed) shall be deemed to be incorporated by reference into this proxy statement/prospectus.

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        You can obtain any of the other documents listed above from the SEC, through the SEC's website at the address indicated above, or from Milacron or Hillenbrand, as applicable, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

By Mail:   By Mail:

Milacron Holdings Corp.

 

Hillenbrand, Inc.
10200 Alliance Road, Suite 200   One Batesville Boulevard
Cincinnati, Ohio 45242   Batesville, Indiana 47006
Telephone: (513) 487 5000   Telephone: (812) 931 6000

        These documents are available from Milacron or Hillenbrand, as the case may be, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You can also find information about Milacron and Hillenbrand at their Internet websites at www.milacron.com and www.hillenbrand.com, respectively. Information contained on these websites does not constitute part of this proxy statement/prospectus.

        You may also obtain documents incorporated by reference into this document relating to Milacron by requesting them in writing or by telephone from Innisfree M&A Incorporated, Milacron's proxy solicitor at the following address and telephone number:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

        If you are a stockholder of Milacron or Hillenbrand and would like to request documents, please do so by November 13, 2019 to receive them before the Milacron special meeting. If you request any documents from Milacron or Hillenbrand, Milacron or Hillenbrand, as applicable, will mail them to you by first class mail, or another equally prompt means, within one business day after Milacron or Hillenbrand, as the case may be, receives your request.

        THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROXY STATEMENT/PROSPECTUS TO VOTE YOUR SHARES OF MILACRON COMMON STOCK AT THE SPECIAL MEETING. NEITHER MILACRON NOR HILLENBRAND HAS AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT/ PROSPECTUS. THIS PROXY STATEMENT/PROSPECTUS IS DATED OCTOBER 18, 2019. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN (OR INCORPORATED BY REFERENCE INTO) THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROXY STATEMENT/PROSPECTUS OR THE DATE OF SUCH INCORPORATED DOCUMENT (AS APPLICABLE), AND THE MAILING OF THIS PROXY STATEMENT/PROSPECTUS TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

dated as of

July 12, 2019

among

MILACRON HOLDINGS CORP.,

HILLENBRAND
, INC.

and

BENGAL DELAWARE HOLDING CORPORATION


Table of Contents


TABLE OF CONTENTS

 
  PAGE  

ARTICLE 1 DEFINITIONS

    A-1  

Section 1.01. Definitions

   
A-1
 

Section 1.02. Other Definitional and Interpretative Provisions

    A-11  

ARTICLE 2 THE MERGER

   
A-12
 

Section 2.01. The Merger

   
A-12
 

Section 2.02. Conversion of Shares

    A-13  

Section 2.03. Surrender and Payment

    A-14  

Section 2.04. Appraisal Shares

    A-16  

Section 2.05. Company Equity Awards

    A-16  

Section 2.06. Withholding Rights

    A-18  

Section 2.07. Lost Certificates

    A-18  

Section 2.08. Adjustments

    A-18  

Section 2.09. No Fractional Shares

    A-19  

ARTICLE 3 THE SURVIVING CORPORATION

   
A-19
 

Section 3.01. Certificate of Incorporation

   
A-19
 

Section 3.02. Bylaws

    A-19  

Section 3.03. Directors and Officers

    A-19  

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

   
A-19
 

Section 4.01. Corporate Existence and Power

   
A-20
 

Section 4.02. Corporate Authorization

    A-20  

Section 4.03. Governmental Authorization

    A-21  

Section 4.04. Non-contravention

    A-21  

Section 4.05. Capitalization

    A-21  

Section 4.06. Subsidiaries

    A-23  

Section 4.07. SEC Filings and the Sarbanes-Oxley Act

    A-24  

Section 4.08. Financial Statements

    A-26  

Section 4.09. Disclosure Documents

    A-26  

Section 4.10. Absence of Certain Changes

    A-27  

Section 4.11. No Undisclosed Material Liabilities

    A-27  

Section 4.12. Compliance with Laws and Court Orders; Permits

    A-27  

Section 4.13. Litigation

    A-28  

Section 4.14. Properties

    A-28  

Section 4.15. Intellectual Property

    A-29  

Section 4.16. Data Protection and Cybersecurity

    A-30  

Section 4.17. Taxes

    A-30  

Section 4.18. Employee Benefit Plans

    A-31  

Section 4.19. Labor and Employment Matters

    A-34  

Section 4.20. Insurance

    A-35  

Section 4.21. Environmental Matters

    A-35  

Section 4.22. Company Material Contracts

    A-36  

Section 4.23. Customers and Suppliers

    A-38  

Section 4.24. Anti-Corruption

    A-38  

Section 4.25. Customs and International Trade Laws

    A-39  

Section 4.26. Finders' Fees

    A-40  

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  PAGE  

Section 4.27. Opinion of Financial Advisor

    A-40  

Section 4.28. Antitakeover Statutes

    A-40  

Section 4.29. Ownership of Parent Securities; IBCL Section 23-1-42-10

    A-40  

Section 4.30. No Additional Representations of the Company

    A-40  

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY

   
A-41
 

Section 5.01. Corporate Existence and Power

   
A-41
 

Section 5.02. Corporate Authorization

    A-41  

Section 5.03. Governmental Authorization

    A-42  

Section 5.04. Non-contravention

    A-42  

Section 5.05. Capitalization

    A-43  

Section 5.06. SEC Filings and the Sarbanes-Oxley Act

    A-44  

Section 5.07. Financial Statements. 

    A-45  

Section 5.08. Disclosure Documents

    A-46  

Section 5.09. Absence of Certain Changes

    A-46  

Section 5.10. No Undisclosed Material Liabilities

    A-46  

Section 5.11. Compliance with Laws and Court Orders; Permits

    A-46  

Section 5.12. Litigation

    A-47  

Section 5.13. Environmental Matters. 

    A-47  

Section 5.14. Customs and International Trade Laws

    A-47  

Section 5.15. Financing

    A-48  

Section 5.16. Certain Arrangements

    A-48  

Section 5.17. Ownership of Company Securities; DGCL Section 203

    A-48  

Section 5.18. Solvency

    A-48  

Section 5.19. Anti-Corruption

    A-49  

Section 5.20. Antitakeover Statutes

    A-49  

Section 5.21. Finders' Fees

    A-50  

Section 5.22. No Additional Representations of Parent or Merger Subsidiary. 

    A-50  

ARTICLE 6 COVENANTS OF THE COMPANY

   
A-50
 

Section 6.01. Conduct of the Company

   
A-50
 

Section 6.02. Company Stockholder Meeting

    A-54  

Section 6.03. Company Acquisition Proposals

    A-55  

Section 6.04. Access to Information

    A-59  

Section 6.05. Parent's Financing Activities

    A-60  

Section 6.06. Stock Exchange Delisting; Deregistration

    A-63  

Section 6.07. State Takeover Laws

    A-63  

Section 6.08. Transaction Litigation

    A-63  

Section 6.09. Resignations

    A-63  

ARTICLE 7 COVENANTS OF PARENT AND MERGER SUBSIDIARY

   
A-63
 

Section 7.01. Conduct of Parent

   
A-63
 

Section 7.02. Obligations of Merger Subsidiary

    A-64  

Section 7.03. Parent Owned Shares

    A-64  

Section 7.04. Indemnification and Insurance

    A-64  

Section 7.05. Employee Matters

    A-67  

Section 7.06. Stock Exchange Listing

    A-68  

Section 7.07. Access to Information

    A-68  

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  PAGE  

ARTICLE 8 COVENANTS OF PARENT, MERGER SUBSIDIARY AND THE COMPANY

    A-69  

Section 8.01. Efforts

   
A-69
 

Section 8.02. Form S-4; Proxy Statement/Prospectus

    A-71  

Section 8.03. Public Announcements

    A-72  

Section 8.04. Further Assurances

    A-72  

Section 8.05. Notices of Certain Events

    A-73  

Section 8.06. Section 16 Matters

    A-73  

Section 8.07. No Control of Other Party's Business

    A-73  

Section 8.08. Certain Filings

    A-73  

ARTICLE 9 CONDITIONS TO THE MERGER

   
A-73
 

Section 9.01. Conditions to the Obligations of Each Party

   
A-73
 

Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary

    A-74  

Section 9.03. Conditions to the Obligations of the Company

    A-75  

ARTICLE 10 TERMINATION

   
A-75
 

Section 10.01. Termination

   
A-75
 

Section 10.02. Effect of Termination

    A-77  

ARTICLE 11 MISCELLANEOUS

   
A-77
 

Section 11.01. Notices

   
A-77
 

Section 11.02. Non-Survival of Representations and Warranties

    A-78  

Section 11.03. Amendments and Waivers

    A-78  

Section 11.04. Expenses; Termination Fee

    A-79  

Section 11.05. Disclosure Letter References

    A-80  

Section 11.06. Binding Effect; Benefit; Assignment

    A-80  

Section 11.07. Governing Law

    A-80  

Section 11.08. Consent to Jurisdiction

    A-81  

Section 11.09. WAIVER OF JURY TRIAL

    A-82  

Section 11.10. Counterparts; Effectiveness

    A-82  

Section 11.11. Entire Agreement; No Other Representations and Warranties

    A-82  

Section 11.12. Severability

    A-83  

Section 11.13. Specific Performance

    A-84  

Exhibit A—Certificate of Incorporation of the Surviving Corporation

   
 
 

Exhibit B—Foreign Antitrust Laws

       

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AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of July 12, 2019, among Milacron Holdings Corp., a Delaware corporation (the "Company"), Hillenbrand, Inc., an Indiana corporation ("Parent"), and Bengal Delaware Holding Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent ("Merger Subsidiary").


W I T N E S S E T H:

        WHEREAS the parties hereto intend to effect a merger in which Merger Subsidiary will be merged with and into the Company, in accordance with the applicable provisions of the DGCL, with the Company surviving the Merger as a direct or indirect wholly-owned Subsidiary of Parent (the "Merger"), on the terms and subject to the conditions set forth herein;

        WHEREAS, the respective Boards of Directors of the Company and Merger Subsidiary have adopted a resolution unanimously determining that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company or Merger Subsidiary, as applicable, and its respective stockholder(s), and approving and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger on the terms and subject to the conditions set forth in this Agreement);

        WHEREAS, the Board of Directors of the Company has resolved to recommend that the Company's stockholders adopt this Agreement and approve the transactions contemplated hereby (including the Merger on the terms and subject to the conditions set forth in this Agreement);

        WHEREAS, the Board of Directors of Parent has adopted a resolution unanimously approving this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the shares of Parent Stock in connection with the transactions contemplated hereby); and

        WHEREAS, Parent (or if Parent is not the sole stockholder of Merger Subsidiary, the Subsidiary of Parent that is the sole stockholder of Merger Subsidiary) as the sole stockholder of Merger Subsidiary has duly executed and delivered to Merger Subsidiary pursuant to Section 228 of the DGCL a written consent adopting this Agreement and the transactions contemplated hereby (including the Merger) (the "Parent Consent"), which Parent Consent will by its terms be effective immediately following the execution of this Agreement by Merger Subsidiary.

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:


ARTICLE 1
DEFINITIONS

        Section 1.01.    Definitions.     

A-1


Table of Contents

A-2


Table of Contents

A-3


Table of Contents

A-4


Table of Contents

A-5


Table of Contents

A-6


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A-7


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A-8


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        (b)   Each of the following terms is defined in the Section set forth opposite such term:

Term
  Section
Acceptable Confidentiality Agreement   Section 6.03(h)(i)

Adverse Recommendation Change

 

Section 6.03(a)(ii)

Agreement

 

Preamble

Anti-Corruption Laws

 

Section 4.24(a)

Antitrust Authority

 

Section 8.01(c)

Antitrust Laws

 

Section 8.01(b)

Appraisal Shares

 

Section 2.04

Burdensome Divestiture Condition

 

Section 8.01(c)

Cash Consideration

 

Section 2.02(a)

Certificates

 

Section 2.03(a)

Closing

 

Section 2.01(b)

Closing Date

 

Section 2.01(b)

Company

 

Preamble

A-9


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Term
  Section
Company Board Recommendation   Section 4.02(b)

Company Employee Plan

 

Section 4.18(a)

Company Employees

 

Section 7.05(a)

Company Material Contract

 

Section 4.22(b)

Company Preferred Stock

 

Section 4.05(a)

Company PSU

 

Section 2.05(d)

Company PSU Merger Consideration

 

Section 2.05(d)

Company Representatives

 

Section 6.03(a)

Company Restricted Share

 

Section 2.05(b)

Company RSU

 

Section 2.05(c)

Company RSU Merger Consideration

 

Section 2.05(c)

Company SAR

 

Section 2.05(e)

Company SEC Documents

 

Section 4.07(a)

Company Securities

 

Section 4.05(c)

Company Stock Option

 

Section 2.05(a)

Company Stock Option Grant Date

 

Section 4.05(b)

Company Stockholder Approval

 

Section 4.02(a)

Company Stockholder Meeting

 

Section 6.02

Company Securities

 

Section 4.05(c)

Company Subsidiary Securities

 

Section 4.06(d)

Company Termination Fee

 

Section 11.04(b)(i)

Divestiture Action

 

Section 8.01(c)

EDGAR

 

Article 4

Effective Time

 

Section 2.01(c)

End Date

 

Section 10.01(b)(i)

Environmental Permit

 

Section 4.21(b)

Exchange Agent

 

Section 2.03(a)

Exchange Fund

 

Section 2.03(b)

Foreign Antitrust Laws

 

Section 4.03(b)

In-the-Money Company Option Merger Consideration

 

Section 2.05(a)

In-the-Money Company SAR

 

Section 2.05(e)

In-the-Money Company SAR Merger Consideration

 

Section 2.05(e)

In-the-Money Company Stock Option

 

Section 2.05(a)

Indemnified Person

 

Section 7.04(a)

Internal Controls

 

Section 4.07(h)

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Term
  Section
Intervening Event   Section 6.03(c)

Labor Agreement

 

Section 4.19(a)

Leased Real Property

 

Section 4.14(c)

Major Customer

 

Section 4.23

Major Supplier

 

Section 4.23

Material Real Property Lease

 

Section 4.14(c)

Maximum Tail Premium

 

Section 7.04(c)

Merger

 

Recitals

Merger Consideration

 

Section 2.02(a)

Merger Consideration Value

 

Section 2.05(a)

Merger Subsidiary

 

Preamble

Option Exercise Price

 

Section 2.05(a)

Owned Real Property

 

Section 4.14(b)

Parent

 

Preamble

Parent Consent

 

Recitals

Parent Preferred Stock

 

Section 5.05(a)

Parent RSUs

 

Section 5.05(a)

Parent SEC Documents

 

Section 5.06(a)

Parent Securities

 

Section 5.05(b)

Parent Stock Options

 

Section 5.05(a)

Real Property

 

Section 4.14(c)

Reference Time

 

Section 4.05(a)

Restraints

 

Section 9.01(b)

Stock Consideration

 

Section 2.02(a)

Superior Proposal

 

Section 6.03(h)(ii)

Surviving Corporation

 

Section 2.01(a)

Uncertificated Shares

 

Section 2.03(a)

        Section 1.02.    Other Definitional and Interpretative Provisions.     The words "hereof", "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Annexes, Exhibits and Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any terms used in any Annex, Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this

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Agreement. The definition of terms herein shall apply equally to the singular and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word "will" shall be construed to have the same meaning as the word "shall". Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or thing extends, and such shall not mean simply "if". The word "or" shall not be exclusive (i.e., "or" shall be deemed to mean "and/or"). "Writing", "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Unless otherwise specified, references to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the permitted successors and assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The phrase "date hereof" or "date of this Agreement" shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of "Business Day" and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the time zone in which New York City, New York is located. References to a "day" or "days" shall be deemed to mean a calendar day or calendar days, respectively. References to "law", "laws" or to a particular statute or law shall be deemed also to include any Applicable Law. Any references in this Agreement to "dollars" or "$" shall be to U.S. dollars. References to any information or document being "made available", "provided" or "furnished" (other than to the SEC) as of the date hereof, and words of similar import shall include such information or document, (x) with respect to the Company, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on EDGAR, that is available on EDGAR or (2) having been posted to the online data room hosted on behalf of the Company by Intralinks by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of Parent, Merger Subsidiary or their respective Representatives) and, (y) with respect to Parent, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on EDGAR, that is available on EDGAR or (2) having been distributed to the Company or its advisors by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of the Company or its Representatives). References to the "ordinary course of business" of any Person shall be deemed to mean "the ordinary course of business consistent with the past practices" of such Person.


ARTICLE 2
The Merger

        Section 2.01.    The Merger.     

A-12


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        Section 2.02.    Conversion of Shares.     At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

A-13


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        Section 2.03.    Surrender and Payment.     

A-14


Table of Contents

A-15


Table of Contents

        Section 2.04.    Appraisal Shares.     Notwithstanding Section 2.02, shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares in accordance with the DGCL (such shares being referred to collectively as the "Appraisal Shares" until such time as such holder fails to perfect, withdraws or otherwise loses such holder's appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead the holders thereof shall cease to have any rights with respect thereto other than the right to payment of the appraised value of such shares in accordance with the DGCL; provided that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder's right to appraisal pursuant to the DGCL, such shares of Company Stock shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all substantive discussions with Third Parties, negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or settle, any such demands prior to the Effective Time.

        Section 2.05.    Company Equity Awards.     

A-16


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A-17


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        Section 2.06.    Withholding Rights.     Each of the Exchange Agent, Merger Subsidiary, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax law; provided, that withholding with respect to any Company Stock Option, Company Restricted Share, Company RSU or Company PSU shall be taken first from the Cash Consideration portion of the Merger Consideration payable in respect of such Company Stock Option, Company Restricted Share, Company RSU or Company PSU, as applicable, and then, to the extent necessary, the portion of the Merger Consideration payable in respect of such Company Stock Option, Company Restricted Share, Company RSU or Company PSU, as applicable, in the form of Stock Consideration. If the Exchange Agent, Merger Subsidiary, the Company, the Surviving Corporation or Parent, as the case may be, withholds any such amounts and properly pays such amounts over to the appropriate Taxing Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made.

        Section 2.07.    Lost Certificates.     If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the Exchange Agent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.

        Section 2.08.    Adjustments.     If, during the period between the date of this Agreement and the Effective Time, any change in the number or type of outstanding shares of capital stock of the Company or Parent Stock shall occur by reason of any reclassification, recapitalization, stock split (including reverse split) or combination, exchange or readjustment of shares or any stock dividend thereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement, and similarly dependent items as the case may be, shall be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to

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such event. Nothing in this Section 2.08 shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

        Section 2.09.    No Fractional Shares.     Notwithstanding any other provision of this Agreement, neither certificates nor scrip for a fractional share of Parent Stock shall be issued in the Merger, including pursuant to Section 2.05(b). Each holder of shares of Company Stock or Company Equity Awards who otherwise would have been entitled to a fraction of a share of Parent Stock (after taking into account all shares of Company Stock or Company Equity Awards owned by such holder at the Effective Time to be converted into Parent Stock pursuant to this Article 2, aggregated together and all calculations rounded to three (3) decimal places) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.09 or otherwise in case of Company Equity Awards, in lieu of such fractional share, an amount of cash (rounded down to the nearest whole cent), without interest, equal to the product of: (i) the amount of the fractional share interest in a share of Parent Stock to which such holder would, but for this Section 2.09, be entitled under this Agreement, multiplied by (ii) the Parent Stock Price. The parties acknowledge that payment of cash in lieu of issuing certificates or scrip for a fractional share was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that otherwise would be caused by the issuance of a fractional share. No such holder of a fractional share interest shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.


ARTICLE 3
The Surviving Corporation

        Section 3.01.    Certificate of Incorporation.     The certificate of incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in Exhibit A hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law, subject to Section 7.04.

        Section 3.02.    Bylaws.     The parties hereto will take all necessary action such that the bylaws of the Company shall be amended and restated at the Effective Time to read in their entirety as the bylaws of Merger Subsidiary in effect immediately prior to the Effective Time (provided, however, that the name of the Company shall be Milacron Holdings Corp.), and as so amended shall be the bylaws of the Surviving Corporation until amended in accordance with Applicable Law, subject to Section 7.04.

        Section 3.03.    Directors and Officers.     The parties hereto shall take all necessary action such that, from and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.


ARTICLE 4
Representations and Warranties of the Company

        Except (i) as disclosed in the Company SEC Documents filed with the SEC by the Company on or after January 1, 2018, and at least one (1) Business Day prior to the date of this Agreement (but in each case excluding disclosure contained under the heading "Risk Factors" or in any "forward-looking statements" legend or any similar disclosure to the extent that such statements are predictive, precautionary or forward-looking statements but, for purpose of clarification, including and giving effect to any factual or historical statements included in any such statements) and to the extent publicly available on the SEC's Electronic Data Gathering Analysis and Retrieval System ("EDGAR") or (ii) as disclosed in the particular section or subsection of the Company Disclosure Letter expressly referenced therein (it being understood and agreed that, other than with respect to Section 4.01, Section 4.02 and

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Section 4.05, any information set forth in one section or subsection of the Company Disclosure Letter also shall be deemed to apply to each other section and subsection of this Agreement to which its applicability is reasonably apparent from the text of the disclosure), the Company hereby represents and warrants to Parent and Merger Subsidiary that:

        Section 4.01.    Corporate Existence and Power.     

        Section 4.02.    Corporate Authorization.     

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        Section 4.03.    Governmental Authorization.     Neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby require any Consent of, action by or in respect of, or registration, declaration or filing with or notice to, any Governmental Authority, other than (a) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (b) compliance with any applicable requirements of the HSR Act and competition, merger control, antitrust or similar Applicable Law of any jurisdiction outside of the United States ("Foreign Antitrust Laws"), (c) compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable state or federal securities laws (including the filing with the SEC of the Proxy Statement/Prospectus), (d) compliance with any applicable rules of the NYSE and (e) any actions or filings the absence of which would not reasonably be expected to, individually or in the aggregate, (A) be material to the Company and its Subsidiaries, taken as a whole, and (B) prevent the ability of the Company to perform its obligations under this Agreement or to consummate the Merger.

        Section 4.04.    Non-contravention.     Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions of this Agreement, will (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company or the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company (each as amended), (b) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 4.03 have been obtained or made and assuming the representations and warranties in Section 5.17(b) are complete and correct, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or (c) require any consent or other action by any Person under, violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or give rise to any right of termination, cancellation, acceleration or other change of any right or obligation or the loss of any Material Contract (or any Contract if entered into after the date hereof would have been a Company Material Contract if entered into on or prior to the date hereof) to which the Company or any of its Subsidiaries is a party or which binds or affects their respective properties or assets, or result in the creation of a Lien, other than any Permitted Lien, upon any of the property or assets of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (b) and (c), as would not reasonably be expected to, individually or in the aggregate, (A) be material to the Company and its Subsidiaries, taken as a whole, and (B) prevent the ability of the Company to perform its obligations under this Agreement or to consummate the Merger.

        Section 4.05.    Capitalization.     

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        Section 4.06.    Subsidiaries.     

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        Section 4.07.    SEC Filings and the Sarbanes-Oxley Act.     

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        Section 4.08.    Financial Statements.     All of the audited consolidated financial statements and unaudited consolidated quarterly financial statements (in each case, including the related notes) of the Company included or incorporated by reference in the Company SEC Documents (i) have been prepared in conformity with GAAP applied on a consistent basis for the periods then ended (except as may be indicated in the notes thereto) and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated stockholders' equity and results of operations and cash flows for the periods then ended (except, in the case of any unaudited quarterly financial statements with respect to clause (i) or (ii), as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC and subject to normal year-end audit adjustments) and (iii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.

        Section 4.09.    Disclosure Documents.     

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        Section 4.10.    Absence of Certain Changes.     

        Section 4.11.    No Undisclosed Material Liabilities.     There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether or not required to be reflected in the Company's financial statements (or the notes thereto) included in the Company SEC Documents prior to the date of this Agreement in accordance with GAAP, other than: (i) liabilities or obligations as (and to the extent) disclosed, reflected or reserved against in such financial statements (or the notes thereto); (ii) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; and (iii) liabilities or obligations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

        Section 4.12.    Compliance with Laws and Court Orders; Permits.     

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        Section 4.13.    Litigation.     As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company, threatened against the Company, any of its Subsidiaries, any asset or property of the Company or any of its Subsidiaries, or any present or former officer, director, employee or third-party agent of the Company or any of its Subsidiaries in their capacity as such for whom the Company or any of its Subsidiaries may be liable that, in each case, (i) has been, or would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (ii) would reasonably be expected to, individually or in the aggregate, prevent the ability of the Company to perform its obligations under this Agreement or to consummate the Merger.

        Section 4.14.    Properties.     

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        Section 4.15.    Intellectual Property.     

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        Section 4.16.    Data Protection and Cybersecurity.     For the purpose of this Section 4.16, the terms "controller," "personal data," "personal data breach," "process" (and its cognates) and "processor" shall have the meaning given to them in the GDPR.

        Section 4.17.    Taxes.     

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        Section 4.18.    Employee Benefit Plans.     

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        Section 4.19.    Labor and Employment Matters.     

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        Section 4.20.    Insurance.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries maintain insurance in such amounts and against such risks as is sufficient to comply with Applicable Law, (ii) the Company and its Subsidiaries have paid, or caused to be paid, all premiums due under all insurance policies of the Company and its Subsidiaries on or prior to the date hereof, and all such insurance policies of the Company and its Subsidiaries are in full force and effect, (iii) neither the Company nor any of its Subsidiaries is in breach of, or default under, any such insurance policy, or has received written notice to such effect, and (iv) none of the Company or any of its Subsidiaries has received any written notice of cancelation or termination with respect to any such insurance policy, or refusal or denial of any material coverage, reservation of rights or rejection of any material claim under any existing material insurance policy, in each case that is held by, or for the benefit of, the Company or any of its Subsidiaries.

        Section 4.21.    Environmental Matters.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

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        Section 4.22.    Company Material Contracts.     

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        Section 4.23.    Customers and Suppliers.     Section 4.23(a) of the Company Disclosure Letter lists the ten (10) largest customers of the Company and its Subsidiaries (determined on the basis of aggregate revenues recognized by the Company and its Subsidiaries over the fiscal year ended December 31, 2018) (each, a "Major Customer"). Section 4.23(b) of the Company Disclosure Letter lists the ten (10) largest suppliers of the Company and its Subsidiaries (determined on the basis of aggregate purchases made by the Company and its Subsidiaries over the fiscal year ended December 31, 2018) (each, a "Major Supplier").

        Section 4.24.    Anti-Corruption.     

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        Section 4.25.    Customs and International Trade Laws.     

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        Section 4.26.    Finders' Fees.     Except for Barclays Capital Inc. and Houlihan Lokey Capital, Inc., there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who is entitled to any fee or commission from the Company or any of its Subsidiaries in connection with this Agreement or the transactions contemplated by this Agreement. True, correct and complete copies of all agreements between the Company and each of Barclays Capital Inc. and Houlihan Lokey Capital, Inc. will be delivered to Parent reasonably promptly after the date hereof.

        Section 4.27.    Opinion of Financial Advisor.     The Company has received the opinion of Barclays Capital Inc., financial advisor to the Company, dated as of the date thereof, to the effect that, as of the date of this Agreement, the Merger Consideration to be received by the holders of shares of Company Stock in the Merger is fair, from a financial point of view, to such holders (other than holders of Company Stock that (i) are held by the Company as treasury stock or owned by Parent or Merger Subsidiary immediately prior to the Effective Time or (ii) held by any wholly-owned Subsidiary of either the Company or Parent immediately prior to the Effective Time). A true, correct and complete copy of such opinion will be delivered to Parent for information purposes only promptly following the date of this Agreement.

        Section 4.28.    Antitakeover Statutes.     Assuming the representations and warranties in Section 5.17(b) are complete and correct, the Company's Board of Directors has taken all actions and votes necessary to exempt this Agreement, the Merger and the other transactions contemplated hereby from any "fair price," "moratorium," "control share acquisition" or any other takeover or anti-takeover statute or similar federal or state law (including the restrictions on business combinations set forth in any anti-takeover provision set forth in Section 203 of the DGCL).

        Section 4.29.    Ownership of Parent Securities; IBCL Section 23-1-42-10.     Neither the Company nor its Subsidiaries is, as of the date hereof, or has been at any time during the three (3) years preceding the date of this Agreement, an "interested shareholder" of Parent, as defined in Section 23-1-43-10 of the Indiana Business Corporation Law.

        Section 4.30.    No Additional Representations of the Company.     Except for the representations and warranties made by the Company in this Article 4 (as qualified by the Company Disclosure Letter), neither the Company nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any information provided to Parent or Merger Subsidiary, and each of Parent and Merger Subsidiary acknowledges the foregoing. The Company acknowledges that, except for the representations and warranties contained in Article 5, none of Parent or Merger Subsidiary or any of their respective Affiliates or Representatives or any other Person makes (and the Company is not relying on) any representation or warranty, express or implied, to the Company in connection with the Merger and the other transactions contemplated by this Agreement.

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ARTICLE 5
Representations and Warranties of Parent and Merger Subsidiary

        Except (i) as disclosed in the Parent SEC Documents filed with the SEC by Parent on or after September 30, 2018 and at least one (1) Business Day prior to the date of this Agreement (but in each case excluding disclosure contained under the heading "Risk Factors" or in any "forward-looking statements" legend or any similar disclosure to the extent that such statements are predictive, precautionary or forward-looking statements but, for purpose of clarification, including and giving effect to any factual or historical statements included in any such statements) and to the extent publicly available on EDGAR or (ii) as disclosed in the particular section or subsection of the Parent Disclosure Letter expressly referenced therein (it being understood and agreed that, other than with respect to Section 5.01, Section 5.02 and Section 5.05, any information set forth in one section or subsection of the Parent Disclosure Letter also shall be deemed to apply to each other section and subsection of this Agreement to which its applicability is reasonably apparent from the text of the disclosure), Parent and Merger Subsidiary hereby, jointly and severally, represent and warrant to the Company that:

        Section 5.01.    Corporate Existence and Power.     

        Section 5.02.    Corporate Authorization.     

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        Section 5.03.    Governmental Authorization.     Neither the execution, delivery and performance by Parent and Merger Subsidiary of this Agreement nor the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby require any Consent of, action by or in respect of, or registration, declaration or filing with or notice to, any Governmental Authority, other than (a) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (b) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (c) compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable state or federal securities laws (including the filing with the SEC of the Proxy Statement/Prospectus and the filing and declaration of effectiveness of the Form S-4 in which the Proxy Statement/Prospectus shall be included), (d) compliance with any applicable rules of the NYSE and (e) any actions or filings the absence of which would not reasonably be expected to, individually or in the aggregate, (A) be material to Parent and its Subsidiaries, taken as a whole, and (B) prevent the ability of Parent or Merger Subsidiary to perform their respective obligations under this Agreement or to consummate the Merger.

        Section 5.04.    Non-contravention.     Neither the execution and delivery of this Agreement by Parent and Merger Subsidiary nor the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby, nor compliance by Parent and Merger Subsidiary with any of the terms or provisions of this Agreement, will (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws, each as amended, of each of Parent and Merger Subsidiary, (b) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 5.03 have been obtained or made and assuming the representations and warranties in Section 4.29 are complete and correct, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or (c) require any consent or other action by any Person

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under, violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or give rise to any right of termination, cancellation, acceleration or other change of any right or obligation or the loss of any Contract that is material to the business of Parent and its Subsidiaries, taken as a whole, to which Parent or any of its Subsidiaries is a party or which binds or affects their respective properties or assets, or result in the creation of a Lien, other than any Permitted Lien, upon any of the property or assets of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (b) and (c), as would not reasonably be expected to, individually or in the aggregate, (A) be material to the Parent and its Subsidiaries, taken as a whole, and (B) prevent the ability of Parent or Merger Subsidiary to perform their respective obligations under this Agreement or to consummate the Merger.

        Section 5.05.    Capitalization.     

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        Section 5.06.    SEC Filings and the Sarbanes-Oxley Act.     

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        Section 5.07.    Financial Statements.     All of the audited consolidated financial statements and unaudited consolidated quarterly financial statements (in each case, including the related notes) of Parent included or incorporated by reference in the Parent SEC Documents (i) have been prepared in conformity with GAAP applied on a consistent basis for the periods then ended (except as may be indicated in the notes thereto) and (ii) fairly present in all material respects the consolidated financial

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position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated stockholders' equity and results of operations and cash flows for the periods then ended (except, in the case of any unaudited quarterly financial statements with respect to clause (i) or (ii), as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC and subject to normal year-end audit adjustments) and (iii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.

        Section 5.08.    Disclosure Documents.     

        Section 5.09.    Absence of Certain Changes.     From December 31, 2018 until the date hereof, (i) the respective businesses of Parent and its Subsidiaries have been conducted in the ordinary course of business in all material respects and (ii) there has not been any effect, change, event, occurrence, condition, circumstance, fact, development of a state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

        Section 5.10.    No Undisclosed Material Liabilities.     There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether or not required to be reflected in Parent's financial statements (or the notes thereto) included in the Parent SEC Documents prior to the date of this Agreement in accordance with GAAP, other than: (i) liabilities or obligations as (and to the extent) disclosed, reflected or reserved against in such financial statements (or the notes thereto); (ii) liabilities or obligations incurred in the ordinary course of business since the Parent Balance Sheet Date; and (iii) liabilities or obligations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

        Section 5.11.    Compliance with Laws and Court Orders; Permits.     Since January 1, 2017, Parent and each of its Subsidiaries and its and their respective properties and assets have been and are in compliance with (i) all Applicable Laws and (ii) all Permits necessary for Parent and its Subsidiaries to own, lease and operate its and their respective properties and assets and to carry on their respective businesses as now being conducted, under and pursuant to all Applicable Laws, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Parent and each of its Subsidiaries are in possession of all Permits which are material to Parent and its Subsidiaries taken as a whole, and necessary for them to own, lease and operate their properties and assets and to conduct its business as presently conducted, and all such material Permits are in full force and effect, and as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the knowledge of Parent, threatened, affecting such material Permits, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has, not been and would not reasonably be expected to be, material to Parent and its Subsidiaries taken as a whole. Parent is not an "investment company" under the Investment Company Act of 1940.

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        Section 5.12.    Litigation.     

        Section 5.13.    Environmental Matters.     

        Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole:

        Section 5.14.    Customs and International Trade Laws.     

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        Section 5.15.    Financing.     Parent and Merger Subsidiary collectively will have, as of the Closing Date, cash, available lines of credit or other sources of immediately available funds, in an amount sufficient to enable Parent and Merger Subsidiary to consummate the Merger and the other transactions contemplated by this Agreement that require payment on the Closing Date. Parent and Merger Subsidiary acknowledge that their obligations under this Agreement are not contingent or conditioned on Parent's, Merger Subsidiary's or any other Person's ability to obtain financing for the Merger and the other transactions contemplated by this Agreement.

        Section 5.16.    Certain Arrangements.     There are no Contracts or commitments to enter into Contracts (a) between Parent, Merger Subsidiary or any Subsidiary of Parent, on the one hand, and any director, officer or employee of the Company or any of its Subsidiaries, on the other hand (including with respect to employment after the Effective Time) or (b) to which Parent, Merger Subsidiary or any Subsidiary of Parent is a party pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote for or approve this Agreement or the Merger or agrees to vote against any Superior Proposal.

        Section 5.17.    Ownership of Company Securities; DGCL Section 203.     

        Section 5.18.    Solvency.     

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        Section 5.19.    Anti-Corruption    

        Section 5.20.    Antitakeover Statutes.     Assuming the representations and warranties in Section 4.29 are complete and correct, Parent's Board of Directors has taken all action necessary to exempt this

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Agreement, the Merger and the other transactions contemplated hereby from the restrictions on business combinations set forth in any anti-takeover provision set forth in the Indiana Business Corporations Law. The provisions of the Control Share Acquisition law of the Indiana Business Corporation Law will not be applicable to the Company, the Merger or the issuance of the Parent Stock to the holders of Company Stock in connection with the Merger.

        Section 5.21.    Finders' Fees.     Except for J.P. Morgan Securities LLC, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent, Merger Subsidiary or any of their respective Subsidiaries who is entitled to any fee or commission from Parent, Merger Subsidiary or any of their respective Subsidiaries in connection with this Agreement or the transactions contemplated by this Agreement.

        Section 5.22.    No Additional Representations of Parent or Merger Subsidiary.     Except for the representations and warranties made by Parent and Merger Subsidiary in this Article 5, none of Parent, Merger Subsidiary or any other Person on behalf of Parent or Merger Subsidiary makes any other express or implied representation or warranty with respect to Parent, Merger Subsidiary or any Subsidiaries of Parent or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects or any information provided to the Company and the Company acknowledges the foregoing. Parent and Merger Subsidiary acknowledge that, except for the representations and warranties contained in Article 4, none of the Company or any of its respective Affiliates or Representatives or any other Person makes (and Parent and Merger Subsidiary are not relying on) any representation or warranty, express or implied, to Parent and Merger Subsidiary in connection with the Merger and the other transactions contemplated by this Agreement. In connection with Parent's and Merger Subsidiary's investigation of the Company, each of Parent and Merger Subsidiary has received from the Company and its Representatives certain projections and other forecasts and certain business plan information of the Company and its Subsidiaries. Each of Parent and Merger Subsidiary acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that each of Parent and Merger Subsidiary is familiar with such uncertainties, that each of Parent and Merger Subsidiary is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that each of Parent, Merger Subsidiary, and their Representatives will have no claim against any person with respect thereto. Accordingly, each of Parent and Merger Subsidiary acknowledges that, without limiting the generality of this Section 5.22, neither the Company nor any person acting on behalf of the Company has made any representation or warranty with respect to such projections and other forecasts and plans.


ARTICLE 6
Covenants of the Company

        Section 6.01.    Conduct of the Company.     Except (A) for matters set forth in Section 6.01-1 of the Company Disclosure Letter, (B) as expressly required or as expressly permitted by this Agreement, (C) as required by Applicable Law, (D) as required by the terms of any Company Material Contract disclosed in Section 4.22(a) of the Company Disclosure Letter, or (E) with the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Parent, from and after the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use reasonable best efforts to (x) preserve intact in all material respects its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain satisfactory relationships with its customers, lenders, suppliers, Governmental Authorities and others having material business relationships with it; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by the following sentence of this Section 6.01 and any action permitted by the following sentence of this Section 6.01

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shall not be deemed a breach of this sentence of this Section 6.01. Without limiting the generality of the foregoing, except (I) for matters set forth in Section 6.01-2 of the Company Disclosure Letter, (II) as expressly required by this Agreement, (III) as required by Applicable Law, (IV) as required by the terms of any Company Material Contract disclosed in Section 4.22(a) of the Company Disclosure Letter, or (V) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed with respect to Section 6.01(d), (g) , (h), (i), (j), (k), (q) or to the extent applicable to such sections, (s)), from and after the date hereof and prior to the Effective Time, the Company shall not, and shall cause its Subsidiaries not to:

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        Section 6.02.    Company Stockholder Meeting.     The Company shall, as soon as reasonably practicable following the effectiveness of the Form S-4, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholder Meeting") for the purpose of voting on the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby and shall submit such proposal to such holders at the Company Stockholder Meeting and shall not submit any other proposal to such holders in connection with the Company Stockholder Meeting (other than an advisory vote with respect to golden parachute compensation arrangements in accordance with applicable federal securities laws and a customary proposal regarding adjournment of the Company Stockholder Meeting) without the prior written consent of Parent. The Company shall, as soon as reasonably practicable following the date of this Agreement (in consultation with Parent), conduct one or more "broker searches" and establish a record date for the Company Stockholder Meeting. The Company shall not change such record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall not adjourn or otherwise postpone or delay the Company Stockholder Meeting without the prior written consent of Parent. Notwithstanding the immediately preceding sentence, the Company may adjourn or postpone the Company Stockholder Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders within a reasonable amount of time in advance of the Company Stockholder Meeting, (ii) if, as of the time for which the Company Stockholder Meeting is scheduled as set forth in the Proxy Statement/Prospectus, there are insufficient shares of Company Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting or to obtain the Company Stockholder Approval, so as to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Stockholder Approval; provided, however, that (A) unless agreed to in writing by Parent (such agreement not to be unreasonably withheld, conditioned or delayed), (x) any such adjournment or postponement pursuant to the preceding clause (ii) shall be for a period of no more than ten (10) Business Days each, and (y) the Company shall only be permitted to effect up to three (3) such adjournments or postponements pursuant to the preceding clause (ii), (B) no postponement shall be permitted if it would require a change to the record date for the Company Stockholder Meeting and (C) if requested by Parent, the Company shall effect up to three (3) adjournments or postponements of the Company Stockholder Meeting under the circumstances contemplated by the preceding clause (ii)

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for a period of up to ten (10) Business Days each. If the Board of Directors of the Company has not made an Adverse Recommendation Change in accordance with Section 6.03, the Board of Directors of the Company shall (A) make the Company Board Recommendation and shall include such Company Board Recommendation in the Proxy Statement/Prospectus, (B) use its reasonable best efforts to obtain the Company Stockholder Approval, including by soliciting from its stockholders proxies in favor of the adoption of this Agreement and approval of the transactions contemplated hereby and taking all other action reasonably necessary to secure the Company Stockholder Approval, and (C) otherwise comply with all legal requirements applicable to the Company Stockholder Meeting. Notwithstanding any Adverse Recommendation Change, but subject to any limitations expressly contained herein, unless this Agreement has been terminated in accordance with its terms, the obligations of the Company hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal (whether or not a Superior Proposal) and the Company shall be nonetheless required to hold the Company Stockholder Meeting and submit this Agreement to the Company stockholders thereat.

        Section 6.03.    Company Acquisition Proposals.     

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        Section 6.04.    Access to Information.     From the date hereof until the earlier of the termination of this Agreement or the Effective Time, the Company shall during normal business hours and upon reasonable prior notice, (a) give to Parent, its counsel, financial advisors, auditors and other Representatives reasonable access to the personnel, advisors, agents, offices, properties, Contracts and books and records of the Company and its Subsidiaries and (b) cause its Subsidiaries, and instruct its employees, counsel, financial advisors, auditors and other Representatives, to reasonably cooperate with Parent in such access and to furnish reasonably promptly all other information, and provide copies thereof, concerning the personnel, properties and business of the Company and its Subsidiaries as Parent or Merger Subsidiary may reasonably request; provided, however, that (i) this Section 6.04 shall not require the Company or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine or (B) any information that in the reasonable opinion of the Company would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), the Company shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, (D) any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Company Acquisition Proposals) and the actions of the Company's Board of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement or (E) any

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information related to an Adverse Recommendation Change or the actions of the Company's Board of Directors (or any committee thereof) with respect thereto, (ii) any such access shall be provided under supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company's reasonable security measures and policies and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling. Notwithstanding anything herein to the contrary, the parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.

        Section 6.05.    Parent's Financing Activities.     

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        Section 6.06.    Stock Exchange Delisting; Deregistration.     Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under Applicable Laws and rules and policies of NYSE to cause the delisting of the Company and of the shares of Company Stock from NYSE as promptly as practicable after the Effective Time and the deregistration of the shares of Company Stock under the 1934 Act as promptly as practicable after such delisting. The Company shall not cause the Company Stock to be delisted from NYSE prior to the Effective Time.

        Section 6.07.    State Takeover Laws.     Assuming the representations and warranties in Section 5.17(b) are complete and accurate, if any state takeover statute becomes or is deemed to become applicable to the Company or the Merger or the other transactions contemplated by this Agreement, then the Company's Board of Directors shall take any and all actions reasonably necessary to eliminate or, if it is not possible to eliminate, then to minimize the effects of such statutes on the foregoing.

        Section 6.08.    Transaction Litigation.     The Company shall give Parent notice, as soon as possible, of any Proceeding brought by any stockholder of the Company against the Company and/or its directors or officers relating to or in connection with the Merger or the other transactions contemplated by this Agreement. Subject to entry into a customary joint defense agreement, Parent shall have the right to participate in the defense of any such Proceeding. The Company may not compromise or settle or offer to compromise or settle any such Proceeding, without the prior written consent of Parent not to be unreasonably withheld.

        Section 6.09.    Resignations.     Prior to the Effective Time, upon Parent's request, the Company shall use reasonable best efforts to cause any director of the Company to execute and deliver a letter effectuating his or her resignation as a director effective as of the Effective Time.


ARTICLE 7
Covenants of Parent and Merger Subsidiary

        Section 7.01.    Conduct of Parent.     Except (a) for matters set forth in Section 7.01-1 of the Parent Disclosure Letter, (b) as expressly required or as expressly permitted by this Agreement, (c) as required by Applicable Law or (d) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date hereof and prior to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, (i) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use its reasonable best efforts to (x) preserve intact in all material respects its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain satisfactory relationships with its customers, lenders, suppliers, Governmental Authorities and others having material business relationships with it; provided that for the avoidance of doubt, Parent shall not be obligated to take any action that would not be permitted by the following sentence of this Section 7.01 and any action permitted by the following sentence of this Section 7.01 shall not be deemed a breach of this sentence of this Section 7.01. Without limiting the generality of the foregoing, except (a) for matters set forth in Section 7.01-2 of the Parent Disclosure Letter, (b) as expressly required by this Agreement, (c) as required by Applicable Law or (d) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date hereof and prior to the Effective Time, Parent shall not:

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        Section 7.02.    Obligations of Merger Subsidiary.     Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

        Section 7.03.    Parent Owned Shares.     Parent shall vote or cause to be voted all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

        Section 7.04.    Indemnification and Insurance.     

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        Section 7.05.    Employee Matters.     

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        Section 7.06.    Stock Exchange Listing.     Prior to the Effective Time, Parent shall use its reasonable best efforts to cause the shares of Parent Stock issuable in connection with the Merger to be authorized for listing on the NYSE, subject to official notice of issuance.

        Section 7.07.    Access to Information.     From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Parent shall during normal business hours and upon reasonable prior notice, (a) give to the Company, its counsel, financial advisors, auditors and other Representatives reasonable access to the personnel, advisors, agents, offices, properties, Contracts and books and records of Parent and its Subsidiaries and (b) cause its Subsidiaries, and instruct its employees, counsel, financial advisors, auditors and other Representatives, to reasonably cooperate with the Company in such access; provided, however, that (i) the foregoing shall not require Parent or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine, (B) any information that in the reasonable opinion of Parent would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), Parent shall use its reasonable best efforts to communicate the applicable information to the Company in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between Company and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, or (D) any information related to the negotiation and execution of this Agreement and the actions of Parent's Board of Directors (or any committee thereof) with respect to the foregoing, whether prior to or after execution of this Agreement, (ii) any such access shall be provided under supervision of appropriate personnel of Parent and in such a manner as not to unreasonably interfere with the normal business or operations of Parent or its Subsidiaries and (iii) any access to the properties of Parent and its Subsidiaries will be subject to Parent's reasonable security measures and policies and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling.

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ARTICLE 8
Covenants of Parent, Merger Subsidiary and the Company

        Section 8.01.    Efforts.     

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        Section 8.02.    Form S-4; Proxy Statement/Prospectus.     

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        Section 8.03.    Public Announcements.     Unless and until an Adverse Recommendation Change has occurred, Parent and the Company shall consult with each other before issuing any press release, having any communication with the press (whether or not for attribution), making any other public statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated hereby and, except in respect of any such press release, communication, other public statement, press conference or conference call as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release, have any such communication, make any such other public statement or schedule any such press conference or conference call without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, this Section 8.03 shall not apply to any such press release, communication, other public statement, press conference or conference call (a) in connection with any Adverse Recommendation Change effected in accordance with this Agreement, (b) in connection with a determination by the Company in accordance with this Agreement that a Company Acquisition Proposal constitutes, or may constitute, a Superior Proposal, or (c) the substance of which is consistent in all material respects with the substance of any previous press release, communication, other public statement, press conference or conference call by a party made in accordance with this Section 8.03, in each case, to the extent such disclosure is still accurate; provided, that in the case of clause (c), the disclosing party shall give the other party reasonably advance notice of (including the contents of) its intended release, communication or other disclosure.

        Section 8.04.    Further Assurances.     At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

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        Section 8.05.    Notices of Certain Events.     Each of the Company and Parent shall reasonably promptly notify the other of:

        Section 8.06.    Section 16 Matters.     Prior to the Effective Time, the Company shall take all reasonable steps intended to cause any dispositions of Company Stock (including derivative securities with respect to Company Stock) resulting from the transactions contemplated by Article 2 of this Agreement by each director and officer with respect to the Company to be exempt under Rule 16b-3 promulgated under the 1934 Act. Prior to the Effective Time, Parent shall take all reasonable steps intended to cause any acquisitions of Parent Stock (including derivative securities with respect to Parent Stock) resulting from the transactions contemplated by Article 2 of this Agreement by each director and officer with respect to Parent in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under the 1934 Act.

        Section 8.07.    No Control of Other Party's Business.     Nothing contained in this Agreement shall give Parent or Merger Subsidiary, directly or indirectly, the right to control or direct the Company's or its Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' operations.

        Section 8.08.    Certain Filings.     The Company and Parent shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any Consents are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such Consents. Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent, none of the Company or any of its Affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any party in connection with seeking or obtaining any Consent to the transactions contemplated by this Agreement.


ARTICLE 9
Conditions to the Merger

        Section 9.01.    Conditions to the Obligations of Each Party.     The respective obligations of Parent, Merger Subsidiary and the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions:

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        Section 9.02.    Conditions to the Obligations of Parent and Merger Subsidiary.     The respective obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by Parent at or prior to the Effective Time of the following further conditions:

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        Section 9.03.    Conditions to the Obligations of the Company.     The obligations of the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company at or prior to the Effective Time of the following further conditions:


ARTICLE 10
Termination

        Section 10.01.    Termination.     This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (except as otherwise provided herein, notwithstanding prior receipt of the Company Stockholder Approval or the effectiveness of the Parent Consent):

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        The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give written notice of such termination to the other party.

        Section 10.02.    Effect of Termination.     If this Agreement is terminated pursuant to Section 10.01, this Agreement shall become void and of no effect without liability of any party to the other party hereto; provided that (a) the provisions of this Section 10.02, the second to last sentence of Section 6.05(a)(xi) and Article 11, the definitions referenced in such Sections and Articles, even if not included in such Sections and Articles, and the Confidentiality Agreement shall survive any termination hereof pursuant to Section 10.01 and (b) neither the Company nor Parent shall be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of this Agreement or knowing and intentional common law fraud in the making of the representations and warranties in this Agreement.


ARTICLE 11
Miscellaneous

        Section 11.01.    Notices.     All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission or email (provided, that such email states that it is a notice delivered pursuant to this Section 11.01)) and shall be given,

if to Parent, Merger Subsidiary, to:

 

Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006

  Attention:   Nicholas R. Farrell, Vice President, General Counsel,
Secretary and Chief Compliance Officer
   

  Email: Nick.Farrell@Hillenbrand.Com

with a copy to (which shall not constitute notice):

 

Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606

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  Attention:   Charles W. Mulaney, Jr.
Richard C. Witzel, Jr.
   

  Email:   Charles.Mulaney@skadden.com
Richard.Witzel@skadden.com
   

if to the Company, to:

 

Milacron Holdings Corp.
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242

  Attention:   Tom Goeke
Hugh O'Donnell
   

  Facsimile No.: (513) 487-5086

  Email: Separately provided

with a copy to (which shall not constitute notice):

 

Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036

  Attention:   David M. Blittner, Esq.
Paul S. Scrivano, Esq.
Sarah H. Young, Esq.
   

  Facsimile No.: (212) 596-9090

  Email:   david.blittner@ropesgray.com
paul.scrivano@ropesgray.com
sarah.young@ropesgray.com
   

or to such other address or facsimile number or email address as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient.

        Section 11.02.    Non-Survival of Representations and Warranties.     The representations, warranties, covenants and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time; provided that this Section 11.02 shall not limit any covenant or agreement by the parties that by its terms contemplates performance after the Effective Time.

        Section 11.03.    Amendments and Waivers.     

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        Section 11.04.    Expenses; Termination Fee.     

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        Section 11.05.    Disclosure Letter References.     The Company Disclosure Letter and the Parent Disclosure Letter, as applicable, are incorporated by reference into and made a part of this Agreement. The mere inclusion of an item in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, as an item of disclosure to a representation, warranty, covenant, agreement or other provision hereof shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as applicable.

        Section 11.06.    Binding Effect; Benefit; Assignment.     

        Section 11.07.    Governing Law.     This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Subsidiary or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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        Section 11.08.    Consent to Jurisdiction.     

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        Section 11.09.    WAIVER OF JURY TRIAL.     EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING AGAINST OR INVOLVING ANY FINANCING SOURCES RELATED PARTY ARISING OUT OF THIS AGREEMENT OR ANY RELATED FINANCING).

        Section 11.10.    Counterparts; Effectiveness.     This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Delivery of an executed counterpart of a signature page to this Agreement by facsimile, ".pdf" format or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.

        Section 11.11.    Entire Agreement; No Other Representations and Warranties.     

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        Section 11.12.    Severability.     If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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        Section 11.13.    Specific Performance.     The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, prior to any valid termination of this Agreement in accordance with Section 10.01, the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief in the event of any breach or to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 11.08 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement at law or in equity, and the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the parties hereto agrees that, prior to any valid termination of this Agreement in accordance with Section 10.01, it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13 shall not be required to provide any bond or other security in connection with any such order or injunction.

[The remainder of this page has been intentionally left blank; the next
page is the signature page.]

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth on the cover page of this Agreement.

    MILACRON HOLDINGS CORP.

 

 

By:

 

/s/ THOMAS J. GOEKE

        Name:   Thomas J. Goeke
        Title:   President and Chief Executive Officer

   

[Signature Page to Agreement and Plan of Merger]

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    HILLENBRAND, INC.

 

 

By:

 

/s/ JOE A. RAVER

        Name:   Joe A. Raver
        Title:   President and Chief Executive Officer

   

[Signature Page to Agreement and Plan of Merger]

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  BENGAL DELAWARE HOLDING
CORPORATION

 

By:

 

/s/ JOE A. RAVER


      Name:   Joe A. Raver

      Title:   President

   

[Signature Page to Agreement and Plan of Merger]

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EXHIBIT A

[FORM OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MILACRON HOLDINGS CORP.]

Ex-A-1



EXHIBIT B

Foreign Antitrust Laws

1.
The Austrian Cartel Act (BGBl I 2005/61) (Kartellgesetz) and the Competition Act (BGBl I 2017/56) (Wettbewerbsgesetz) (Austria)

2.
The Act against Restraints of Competition, of 1958 (Gesetz gegen Wettbewerbsbeschrankungen) (Germany)

3.
The Act of 16 February 2007 on Competition and Consumer Protection (Poland)

4.
The Federal Competition Act (1986) (Canada)

5.
The Anti-monopoly Law of the People's Republic of China (1 August 2008) (the People's Republic of China)

6.
The EU Merger Regulation, in the event that the Merger is referred for review thereunder to the European Commission.

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ANNEX B

LOGO   745 Seventh Avenue
New York, NY 10019
United States

July 12, 2019

Board of Directors
Milacron Holdings Corp.
Suite 200
10200 Alliance Road
Cincinnati, Ohio 45242

Members of the Board of Directors:

        We understand that Milacron Holdings Corp., a Delaware corporation (the "Company"), intends to enter into a transaction (the "Proposed Transaction") with Hillenbrand, Inc. an Indiana corporation ("Parent"), and Milacron Delaware Holding Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company being the surviving entity. We further understand that, upon the effectiveness of the Proposed Transaction, among other things, each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Stock") (other than Company Stock held by the Company as treasury stock or owned by Parent, Merger Sub or any wholly-owned subsidiary of either the Company or Parent immediately prior to the effectiveness of the Proposed Transaction (collectively, the "Cancelled Shares")) will be converted into the right to receive (i) $11.80 in cash (the "Cash Consideration") and (ii) 0.1612 of a share of common stock, no par value, of Parent ("Parent Common Stock") (such number of shares, the "Stock Consideration", and, together with the Cash Consideration, the "Merger Consideration"). The terms and conditions of the Proposed Transaction are set forth in more detail in the Agreement and Plan of Merger to be entered into on or around July 10, 2019 by and among the Company, Parent and Merger Sub (the "Agreement"). The summary of the Proposed Transaction set forth above is qualified in its entirety by the terms of the Agreement.

        We have been requested by the Board of Directors of the Company to render our opinion with respect to the fairness, from a financial point of view, to the Company's stockholders (other than holders of the Cancelled Shares) of the Merger Consideration to be received by such stockholders in the Proposed Transaction. We have not been requested to opine as to, and our opinion does not in any manner address, the Company's underlying business decision to proceed with or effect the Proposed Transaction or the likelihood of consummation of the Proposed Transaction. In addition, we express no opinion on, and our opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Proposed Transaction, or any class of such persons, relative to the Merger Consideration to be received by the stockholders of the Company in the Proposed Transaction. Our opinion does not address the relative merits of the Proposed Transaction as compared to any other transaction or business strategy in which the Company might engage.

        In arriving at our opinion, we reviewed and analyzed: (1) a draft of the Agreement, dated as of July 11, 2019, and the specific terms of the Proposed Transaction set forth therein; (2) publicly available information concerning the Company that we believe to be relevant to our analysis, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019; (3) publicly available information concerning Parent that we believe to be relevant to our analysis, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and its Quarterly Reports on Form 10-Q for

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the fiscal quarters ended December 31, 2018 and March 31, 2019; (4) financial and operating information with respect to the business, operations and prospects of the Company furnished to us by the Company, including financial projections of the Company prepared by management of the Company; (5) financial and operating information with respect to the business, operations and prospects of Parent furnished to us by Parent, including financial projections of the Parent prepared by management of Parent; (6) a trading history of the Company Stock as a multiple of certain financial metrics from July 10, 2016, to July 10, 2019 and a comparison of that trading history with the Parent and those of other companies that we deemed relevant; (7) a comparison of the present and projected financial condition of the Company and Parent with each other and with those of other companies that we deemed relevant; (8) published estimates of independent research analysts with respect to the future financial performance and price targets of the Company and Parent (the "Research Estimates"); (9) the results of our efforts to solicit indications of interest from third parties with respect to a sale of the Company; and (10) a comparison of the financial terms of the Proposed Transaction with the financial terms of certain other transactions that we deemed relevant. In addition, we have had discussions with the management of the Company concerning its business, operations, assets, financial condition and prospects and have undertaken such other studies, analyses and investigations as we deemed appropriate.

        In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us without any independent verification of such information (and have not assumed responsibility or liability for any independent verification of such information) and have further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of the Company, upon the advice of the Company, we have assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the Company would perform in accordance with such projections. Furthermore, with respect to the financial projections of the Parent, upon the advice of the Company, we have assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Parent as to the future financial performance of the Parent and that the Parent will perform in accordance with such projections. We assume no responsibility for and we express no view as to any such projections or estimates or the assumptions on which they are based. In arriving at our opinion, we have not conducted a physical inspection of the properties and facilities of the Company and have not made or obtained any evaluations or appraisals of the assets or liabilities of the Company. Our opinion necessarily is based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter. We express no opinion as to the prices at which shares of Company Stock would trade following the announcement of the Proposed Transaction, or the prices at which the shares of Parent Common Stock would trade following the announcement or consummation of the Proposed Transaction. Our opinion should not be viewed as providing any assurance that the market value of the shares of Parent Common Stock to be held by the stockholders of the Company after the consummation of the Proposed Transaction will be in excess of the market value of the shares of Company Stock owned by such stockholders at any time prior to the announcement or consummation of the Proposed Transaction. We assume no responsibility for updating or revising our opinion based on events or circumstances that may occur after the date of this letter.

        We have assumed that the executed Agreement will conform in all material respects to the last draft reviewed by us. In addition, we have assumed the accuracy of the representations and warranties contained in the Agreement and all agreements related thereto. We have also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the Proposed Transaction will be obtained within the constraints contemplated by the Agreement and that the Proposed Transaction will be consummated in accordance with the terms of

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the Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. We do not express any opinion as to any tax or other consequences that might result from the Proposed Transaction, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the Company has obtained such advice as it deemed necessary from qualified professionals.

        Based upon and subject to the foregoing, we are of the opinion as of the date hereof that, from a financial point of view, the Merger Consideration to be received by the stockholders of the Company in the Proposed Transaction (other than holders of Cancelled Shares) is fair to such stockholders.

        We have acted as financial advisor to the Company in connection with the Proposed Transaction and will receive a fee for our services a portion of which is payable upon rendering this opinion and a substantial portion of which is contingent upon the consummation of the Proposed Transaction. In addition, the Company has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise out of our engagement. We have performed various investment banking and financial services for the Company in the past, and expect to perform such services in the future, and have received, and expect to receive, customary fees for such services. Specifically, in the past two years, we have performed the following investment banking and financial services to the Company: we acted as Joint Book-Running Manager on the Company's offering of common stock in May and January of 2017 and joint lead arranger and joint bookrunner on the Company's Term Loan B refinancing in February 2017 and provided certain interest rate hedging services in connection therewith.

        Barclays Capital Inc., its subsidiaries and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of our business, we and our affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company and Parent for our own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

        This opinion, the issuance of which has been approved by our Fairness Opinion Committee, is for the use and benefit of the Board of Directors of the Company and is rendered to the Board of Directors in connection with its consideration of the Proposed Transaction. This opinion is not intended to be and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Proposed Transaction.

    Very truly yours,

 

 

/s/ BARCLAYS CAPITAL INC.

BARCLAYS CAPITAL INC.

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ANNEX C
Section 262 of the General Corporation Law of the State of Delaware
8 Del.C. § 262
§ 262. Appraisal rights

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

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        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder's request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

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        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

        (h)   After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

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        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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